Spiderman and Ultron
by fictionhashijackedmymind
Summary: Sequel to my story, Spiderman and SHIELD. Takes place in the movie, Avengers: Age of Ultron, with a few twists to the story line and a couple added characters (super fun, I promise). Check it out! I promise you won't regret it. Ships include Clintasha, Staron, Pepperony, PeterxGwen, and ThorxJane
1. Prologue

Prologue

Tony Stark was more than unhappy when his tower got destroyed in the second Battle of New York. But, it gave him the opportunity to rebuild not only the tower, but himself and the lives and the rest of the Avengers.

So, he named the new tower for all of them. Thus, Avengers Tower was born, and not only was it home to the Avengers and their friends, but it was also an unofficial SHIELD base, where a couple of SHIELD agents resided. Darcy Lewis, Skye, Maria Hill, and Sharon Carter are the agents stationed at the tower, but Darcy is with Jane in another country, and Skye was called months ago for a mission in Puerto Rico.

One of the other agents, Antoine Triplett, had gone also, and only a couple days later, the team received news of Trip's death and the development of Skye's new abilities. No news had come since then, but the team didn't sit well with that, so Tony hacked the network. Nothing was there, so the team has been in the dark on the situation ever since it _was_ a situation.

Now, Avengers Tower is full of life as its occupants enjoy the rare opportunity to relax. Tony is nowhere to be seen, as he had left to get the pizza. In his Ironman suit.

Steve Rogers, Sharon Carter, and Thor sit on the couch in front of Clint and Natasha, casually conversing about the assassins' recent mission. Sam Wilson, Maria Hill, and Bruce Banner are locked in a conversation by the bar.

Peter Parker and Gwen Stacy stand slightly away from the group, talking alone. Gwen's family had recently moved out of New York City, so she's struggling a little bit. But, with Peter there, she feels better, and it reminds her that they can never know that she's still alive.

Finally Tony Stark walks into the room, carrying four boxes of pizza. "You'd think from living in New York people would get used to seeing me flying around." He says, putting the pizzas on the coffee table in front of where Steve, Thor, Sharon, Clint, and Natasha are sitting. "I mean seriously, the guy took fifteen minutes just to get the pizzas and cash in my credit card."

"Well, you are a billionaire who owns the most advanced technology business in the world, and is also one of the people who saved the world. Twice." Peter says, walking up to the group with Gwen. "I would be a little nervous."

"Actually, I recall you being nervous when I first met you." Tony exclaims.

"That's only because Pepper was with you." The spider replies, grinning. The group laughs as they all take turns grabbing slices of pizza from the boxes.

Tony just rolls his eyes and sits down in one of the armchairs. Sam sits next to Steve, and Gwen takes a seat by Sharon. Bruce takes the other armchair, and Peter and Maria sit next to each other on the last double-seater couch.

"You have to admit, Tony, Pepper's pretty intimidating." Clint says, grinning. His eyes widen as he takes a bite of pizza. "Holy shit! Where did you get this pizza?"

Tony ignores him. "Pepper's only intimidating because she's married to me."

This statement causes the others to scoff and roll their eyes, while some add stories or comments on just how intimidating Pepper Stark would be if she hadn't married Tony. The billionaire chooses to ignore them and he eats his pizza in silence.

A comfortable bubble surrounds the group as the subject of their conversation keeps changing. They're all smiles, enjoying this small, quiet moment in their huge lives.

Suddenly, Steve's phone starts to ring, and he excuses himself, walking a couple feet away before fishing it out of his pocket and answering: "Hello?"

" _Hello, Captain."_

The blonde's eyes widen. "Coulson?" the other occupants of the room hear him and their conversation quickly fades as they look at the captain.

" _That would be me."_ The director responds, _"Sadly, I'm not calling on a happy note. We have to activate Theta protocol."_

Steve sighs, looking at the floor. It had to be tonight, didn't it? "What's the mission?"

" _Sokovia,"_ Coulson replies, _"Hydra's got ahold of Loki's scepter, and who knows what they're planning to do with it."_

"We'll leave as soon as possible." Steve promises.

" _Good luck, Captain."_

Hanging up the call, Steve puts his phone back in his pocket before turning back to the rest of the Avengers, who are looking at him with confused faces. Tony and Sam stand up. Steve takes a deep breath.

"Time to suit up."

* * *

"What are you going to do while we're gone?" Steve asks, walking side by side with Sharon toward where the jet waits.

She laughs. "Stay here. Trust me, we're all excited to have you boys out of the tower for a couple of days."

"It's too bad I won't be staying with you." Natasha says, sighing playfully as she walks past the two blondes. Sam follows right behind her, smiling at Steve over his shoulder as he heads toward the hangar also.

Steve smiles and shakes his head as he follows Natasha through the door to the landing room. Sharon follows, and Steve turns back around to pull her into a gentle hug. She pulls away from it first. "Stay safe."

"I will."

She smiles and pushes him gently toward the jet. The two aren't an official couple yet, but they'd both like to be, and so does the rest of the team. Escpecially Tony. He's sick of the sexual tension that happens everytime those two are in a room together. He's not afraid to tell them that either.

Sharon's about to say something more, but decides against it, and turns around to join Gwen, Sam, and Maria in the corner of the room. Steve's eyes flicker briefly with disappointment, but he turns around also and boards the jet.

Gwen had just finished saying goodbye to Peter, who now walks confidently towards the jet in his new suit,. It's still the classic red and blue, but now the Avengers symbol is on one shoulder, and the SHIELD symbol is on the other. His girlfriend was pleased to find out that the material was now thicker and nearly bulletproof.

The four girls and Sam watch and wave as the jet takes off into the New York night, before filing one by one back into the tower.


	2. The Scepter

Peter and Clint stand back to back in the stolen Hydra truck, with Clint firing his arrows and Peter his webs at the oncoming soldiers. Just as Thor and Tony fly by, Peter jumps out of the truck and onto a watchtower, taking out the soldiers on it one by one with the demigod. Once all of the soldiers are clear, Peter jumps of the tower and swings through the trees toward the base.

Steve rides below the spider on his motorcycle, taking out multiple soldiers with only one throw of his shield before catching it and placing it on his back. Tony flies by the two red and blue clad Avengers, thinking briefly on how Peter looks like Tarzan swinging through the trees like that, before flying up to the base and firing a blast at its stone exterior.

His blast is immediately deflected, and Tony recognizes the blue glow of a forcefield.

"Shit!" he yells, before flying back around the side of the building and looking for a way in.

"Language!" Steve chides, making Peter chuckle from where he swings above the super-soldier. "Jarvis, what's the view from upstairs?"

The captain peels away from his original path, leaving Peter to head up to the city alone as Jarvis responds: _"The central building is protected by some kind of energy shield. Strucker's technology is well beyond any Hydra base we've ever taken."_

Peter drops to the ground in the middle of a group of soldiers, starting to fight as he speaks: "To use something that powerful, they're gonna need something with serious juice."

He kicks a soldier in the chest, sending him flying into three more. _Like Dominos._ He thinks, grinning as he fires a web at another soldier and sends him flying into a tree.

"Loki's scepter must be here!" Thor's voice booms through the coms. "Strucker couldn't mount his defense without it. At long last."

With unconscious soldiers lying all around him, Peter starts once again towards Sokovia. "At long last is lasting a little long, boys." Natasha says.

"Agreed." Peter adds. "Let's get this over with and go home."

"Wait a second, are we seriously gonna ignore the fact that Cap just said 'Language?'" Tony asks.

Peter chuckles again as Cap comes into view below him on his motorcycle again. "I know." He protests, before flipping over and throwing his motorcycle into an oncoming truck. "It just slipped out."

The captain turns as Peter lands beside him, the younger man letting go of his web and looking at the damage. Then he just looks back at Cap, shrugs, and the two start off again to the city.

It all happened so quickly. So quickly that Peter's senses didn't even have time to pick it up.

Natasha's voice rings through the coms as she yells Clint's name, and then Steve is hit. He flies up in the air before landing on the ground and jumping back to his feet. Peter is looking for whatever hit the soldier. "We have Enhanced in the field." Cap says, before taking off running with Peter right behind him.

"Clint's hit!" Natasha yells. "Does somebody want to deal with that bunker?" There's a small pause before she says, "Thank you."

Peter assumes someone dealt with the bunker as a group of agents run up to him and Steve. He takes time to roll his eyes and crack his knuckles before jumping back in.

"We're gonna have to get inside." Cap yells.

"I'm closing in." Tony reports. "Jarvis, you mind? Closing in? Do you see a power source through that shield?"

" _There seems to be a pathway above the north tower."_

"Great, I'm gonna poke it with something." Peter and Steve finish off the group of soldiers as Tony announces that they can get into the building now.

"Let's head up there before the agents all clear out." Peter says, turning to Steve. The captain's about to agree before he sees Thor jogging up behind Peter.

Peter turns as Thor speaks: "The Enhanced?"

"He's a blur." Steve replies, all three of them watching out for the now familiar blue blur. "All the new players we've faced, I've never seen this."

"Still haven't." Peter mutters.

"I can get Barton to the jet. The sooner we're gone, the better." Thor says. "Go help Stark get the scepter."

"Copy that." Steve replies. Peter's senses go off, and he turns around to see more soldiers.

Thor frowns. "They're lining up."

Steve shrugs as he hefts his shield. "Well, they're excited." Knowing what's going to happen, Peter covers his ears as Thor hits the vibranium shield with Mjolnir, sending a shockwave resonating toward the soldiers and knocking them to the ground.

"Find the scepter." Thor orders before flying off to find the assassins.

"And for gosh sake, watch your language!" Tony adds.

Steve let's his head fall as he looks down at the ground. "That's not going away any time soon." Peter just smiles and slaps him on the back before they start up to the city again.

"We're locked down out here." Natasha informs.

"Then get to Banner. Time for a lullaby." Steve orders. 

* * *

The two of them listen to Tony talk to himself as they rush through the city, avoiding as many civilians as possible (they don't exactly like them). It's slow progress, considering the roads are very sloped, but their progress is faster than most.

After passing the fourth Iron-Legion Bot in a row, Peter groans. "Tony has got to change what those things say. It's so annoying."

Steve grins as they pass another robot saying, _"Please back away. We are here to help. This quadrant isn't safe."_

"I can agree with you on that one." The Captain says. Finally, the two Avengers reach the building and walk inside, just in time to see Aaron Strucker leaving.

Cap smiles. "Aaron Strucker; Hydra's number-one thug."

Strucker smiles nervously. "Technically I'm a thug for SHIELD."

"Well then technically you're unemployed." Steve informs, growing serious. "Where's Loki's scepter?"

Suddenly, Peter's senses go off like crazy. Strucker continues, "Don't worry, I know when I'm beat. You'll mention how I cooperated . . ."

"Cap . . ." Peter mumbles, his feeling of uneasiness growing.

"I'll put it right under illegal human experimentation. How many are there?"

"Cap, something's wrong!" Peter yells. A girl suddenly appears behind Cap, and Peter is thrown into the wall as Cap is thrown down the stairs. The spider shakes his head and looks up just in time to see the Enhanced step back quickly and slam the doors behind her . . . without using her hands.

Peter gets up as Steve appears at the top of the stairs once again. "We have a second enhanced. Female. Do not engage."

Strucker grins. "You'll have to be faster than that."

"Oh, shut up." Peter yells, extending his arm and webbing the Hydra thug to the wall.

Steve nods in approval. "Guys, we got Strucker."

"Yeah, I got something bigger." Tony replies. Peter's just about to ask what, when the billionaire continues, "Thor, I got eyes on the prize."

Peter turns to Steve. "Tony's got the scepter. Let's head back to the plane so we can leave."

Steve nods, and the two turn and run down the stairs to head back to the plane. Little did they know what was happening to Tony right at that very moment.

 _ **Hey, guys! I'm just warning you now: This story IS NOT going to be updated on a consistent basis. Because Age of Ultron is still in theaters, it is very difficult for me to find the information I need for this story, so please, bear with me on this :)**_

 _ **I hope you liked the first chapter, and please, let me know what you think by reviewing! Your input means a ton. Thanks!**_


	3. The Tower

"How you doing, Clint?" Peter asks, looking at the injured Avenger as he takes off his mask.

Clint pretends to think about it. "I think I'll survive."

Grinning, Peter pats his teammate's leg before walking over to where Thor and Steve stand by the scepter. Thor notices him come up, before looking back at the _Stick of Death_ , as Darcy likes to call it. Peter pulls his eyes away from the blue light of the scepter. Every time he looks at it, his senses go crazy. That reminds him . . .

"The Enhanced. Did you get a good look at her?" Peter asks, turning to look at Cap.

"No. Just that she pushed me down the stairs." Steve grumbles.

Peter shakes his head, "That's the thing, she didn't push you." Steve looks at him questioningly as Thor shifts his feet. "Did you ever feel her hands on you?"

The captain thinks for a second before his eyes clear and he locks eyes with Peter. "Telikinesis."

The spider nods. "Yeah. When I looked up after she pushed you down the stairs, she looked at me before stepping back and shutting the doors behind her, and she never used her hands. Not once."

"Ok, so we have a man who runs so fast we can't even see him, and a girl who can move things without even touching them." Steve sums up.

Thor nods as Peter shakes his head. "No, that's not it. Even before I saw her, something felt wrong."

"Can't you sense danger with your enhanced senses?" Thor asks.

"Well, yes, but this felt different." Peter insists. "And when she looked at me before closing the doors . . . it's like she was looking right into me."

Steve and Thor share a look. "I'll tell Hill to get as much as she can on them back at HQ." Steve informs.

Thor nods, and before anything else can be said, Natasha speaks up from where she sits with Bruce. "Thor, report on the Hulk?"

"The gates of Hell are filled with the screams of his victims." Thor smiles, clapping his hands together. Seeing Natasha's exasperated look, the Asgardian's smile quickly disappears. "No, no . . . Wounded screams . . . Mainly whimpering, a great deal of complaining and tales of sprained deltoids and . . . gout."

Peter and Steve are both fighting back smiles.

Luckily, Tony breaks the silence. "Hey, Banner? Doctor Cho's on her way in from Seoul, is it okay if she sets up in your lab?"

Bruce nods. "Yeah, she knows her way around."

"Thanks." Tony responds. Peter, with his advanced hearing here's the billionaire continue: "Tell her to prep everything, Barton's gonna need the full treatment."

Jarvis must have responded because then Tony says, "Jarvis, take the wheel." After getting up from his chair, Tony joins Peter, Steve, and Thor by the scepter.

"Feels good, yeah?" Tony asks. "We've been after this thing since SHIELD collapsed. Not that I haven't enjoyed our little raiding parties."

Thor and Peter chuckle softly. "No, but this, this brings it to a close." Thor says.

"As soon as we find out what else it's been used for." Steve protests. "I don't mean weapons, since when is Strucker capable of human enhancement?"

"Banner and I will go ahead and give it the once over before it goes back to Asgard." Tony says. "Is that cool with you?"

Thor nods as Tony continues, "You're staying, right?"

"Yes, yes of course." Thor assures. "Victory should be on with revels."

Peter looks at Steve. "Cap?"

"Hopefully this puts an end to the Chitauri and Hydra, so yes." Steve grins. "Revels."

* * *

Just after landing, Peter watches as Dr. Cho and her team, including his girlfriend, rush Clint to the lab. Peter follows behind them slowly, and Cap stays behind so Maria Hill can brief him on the two Enhanced, like he requested.

After finally reaching the lab, Peter watches from outside the glass as Dr. Cho, Gwen, and the rest of the team ease Clint into the machine. Peter catches Gwen's eye and taps his wrist, making her smile. _One minute._ She mouths. He nods and leaves to change out of his suit.

When he comes back in a T-shirt and jeans, he smiles to see Gwen standing outside the lab waiting for him. "Hey."

She smiles as he takes her into his arms. "Hey. How was the mission?"

He looks down at her, smiling. "The usual."

"Oh."

"But, we got the scepter, so it was good."

She smiles, which makes Peter smile too. Only a year ago, Peter had believed he would never see that smile again, but now he sees it almost every day. He leans in and kisses her softly, and she kisses back before they pull away and smile at each other once again.

"I'm gonna go shower." Gwen informs. "See you later."

"Bye."

Peter watches her retreat, her curled blonde ponytail swishing across the top of the white lab-coat. Tony had just walked out of the lab and he rolls his eyes. "Instead of staring, you should just take a picture."

Peter's about to retort when Bruce walks up and asks, "How's he doing?"

"Unfortunately, he's still Barton." Tony jokes.

"That's terrible." Bruce plays along. Tony chuckles.

"He's fine. He's thirsty." Tony says. Peter and Bruce walk into the lab as Tony starts to talk to Jarvis in his lab space.

"You sure he's gonna be okay?" Natasha asks, barely noticing two more men come into the room. "Pretending we need this guy really brings the team together." She smiles, and Barton smiles back, which isn't something Peter misses. He makes a note to talk to Gwen about that later.

"There's no possibility of deterioration. The molecular functionality is instantaneous." Dr. Cho informs. "His cells don't know they're bonding."

"She is creating tissue." Bruce dumbs it down for them.

"If you brought him to my lab, the regeneration process could be done in . . . twenty minutes." Dr. Cho says, smiling.

Just then, Tony walks back in. "Oh, he's flat-lining. Call it. Time?"

Peter looks at an imaginary watch. "6:44 A.M, April twenty-fifth, 2015." He says, fake crying as Tony pretends to write the information down.

"Oh, no no, I'm gonna live _forever_." Clint laughs as he takes the beverage Tony hands him. "I'm gonna be made of plastic."

"You'll be made of you, Mr. Barton. Your own girlfriend won't be able to tell the difference."

"Well, I don't have a girlfriend." Clint says. Out of the corner of his eye, Peter sees Natasha's eyes flicker down before looking back at Clint. It was a small gesture, but Peter caught not only it, but what it means.

Peter snaps back to reality as Clint rolls his eyes at something Dr. Cho said. Then she continues: "This is the next thing, Mr. Stark. Your clunky metal suits are going to be left in the dust."

"That is exactly the plan." Tony says, making Peter nod. "And, Helen, I expect you to be at the party on Saturday."

Dr. Cho rolls her eyes. "Unlike you, I don't have a lot of time for parties." She pauses. "Will Thor be there?"

Peter fights back a grin.

 _ **Hey, sorry it took me so long to update! So, I got a couple reviews requesting ships. Someone requested PeterxSkye, and another requested PeterxWanda. I'd just like to make it clear that this story is strictly PeterxGwen. I'm sorry if that upsets you, but that's how it is.**_

 _ **Also, this story will not have Brutasha in it. Even after the events of Age of Ultron, I still ship Clintasha. So, because that wasn't in the movie, I will be changing some of the storyline so that it fits into the story. If you have any questions or concerns, please let me know. Thanks!**_

 _ **Also, please review! Your support means a ton.**_


	4. Parties always end with a bang

"Did you go to your house while I was gone?" Peter asks, sitting with Gwen on one of the white couches.

"No." she replies. Seeing his disappointed look, she continues, "It's not every day one of your family members come back to life. I don't want to scare them."

Peter sighs, seeing her reasoning, but his point still stands. "Gwen, Aunt May knows. Don't you think your family should see you alive again too?"

The blonde looks down, her curls falling over her shoulder as she fiddles with the hem of her deep blue dress. "I just don't want to do it alone."

That makes Peter feel bad. "Hey." She looks up. "Why don't we go tomorrow?"

"Seriously?"

"Yeah, I don't have anything going on."

She sighs and hugs Peter close, tears shining in her green eyes. "I love you so much."

Peter laughs. "I love you too."

Gwen pulls away from the hug and looks behind Peter towards the pool table. "Looks like the veterans are flirting with Sharon again. Talk later?"

Peter nods, and she smiles before turning to go help her friend. Shaking his head, he goes to get a beer. As the spider walks by Steve he says, "You might want to go ask Sharon out before the veterans beat you to it."

He doesn't hear Steve respond, but when Peter turns to look, the captain is looking in the former SHIELD agent's direction. Gwen is still trying to get the other blonde out of the situation, and it doesn't look like it's going very well.

Peter laughs and sits on the seat at the end of the bar, sipping his fifth beer. When he turned twenty-one, they found out that he can't get drunk either, and trust me, that night the other Avengers' tried. Watching the other Avengers interact with the numerous people at the party, Peter is grateful for choosing to continue to keep Spiderman's identity a secret, even though he is an Avenger now.

Tony had actually helped a lot with that. He had offered Peter a "job offer" after Oscorp was shut down, so he had a reason to be living in the tower. And, even though he was living with the rest of the Avengers, no one suspected Peter Parker because he appeared in a press conference last year with Spiderman. So, long story short, Spiderman is the only Avenger whose identity is unknown, and Peter would like to keep it that way for as long as possible.

Peter's snapped out of his thoughts by a voice saying, "So, do you want to have dinner with me tomorrow?"

Peter's eyes widen when he realizes that was Bruce who spoke, and he turns his head to see him talking with one of Dr. Cho's lead scientists, Betty Ross. She's smiling as she waits for the elevator to come.

"I would love to, Bruce." She responds, flipping her brown hair behind her shoulder as the elevator arrives. "Good night."

He smiles. "Good night." They wave at each other one more time as the elevator doors close, and Bruce turns and walks in Peter's direction, smiling to himself.

"So, big date tomorrow, huh?" Peter states as Bruce walks by.

The scientist stops and looks at the distance from Peter to the elevator. "How did you—"

"Super senses, man." Peter interrupts. "Anyway, you like Betty?"

Bruce smiles, forgetting all about Peter's eavesdropping. "Yeah."

Peter grins at how smitten his friend is. "Alright, just tomorrow, don't forget to use protection."

He gets up and walks away. It takes Bruce a couple seconds to process what he said, and he looks at the younger man's retreating form. "Hey!"

* * *

"Come on, man, it's a trick!" Clint exclaims, twirling a drumstick around in his hand.

"Oh no, it is much more than that." Thor says, smiling as he passes the Asgardian drink to Peter, who it also doesn't affect. Gwen leans against his side, and he pulls his arm tighter around her as he drinks.

Clint dramatically gestures to the hammer. "Whosoever be he worthy shall haveth the power—Whatever, man, it's a trick!"

Thor gestures to where Mjolnir sits on the coffee table. "Then, please, be my guest."

"Really?"

"Yeah."

Clint walks past a semi-drunk Helen Cho until he's standing in front of the Asgardian hammer. "Now, Clint, you've had a tough week, so we won't hold it against you if you can't get it up." Tony speaks up.

The archer looks at Thor seriously. "You know I've seen this before, right?" Thor just grins, and Natasha scoffs from Peter's right. Clint reaches forward and takes the handle, pulling it as hard as he can.

He laughs. "It's stuck!"

"Uh, pretty sure it's not stuck, buddy." Peter smirked.

"Well go ahead, Parker, you lift it." Clint challenges.

Everyone laughs as the youngest Avenger stands up, adjusting his blazer. Stepping in front of the hammer, he pulls as hard as he can, but it doesn't move. At all. He laughs and walks back to his seat. The others begin to make fun of him and he says, "I had a bad day, guys!"

"Smell the silent judgement?" Tony asks, smiling.

"You know what, Tony, you lift it!" Peter yelled, smirking.

Tony stands and walks toward the hammer. The others add their own personal comments about the situation as the billionaire says, "Never one to shrink from an honest challenge. It's physics, so, if I lift it, do I get to rule Asgard?"

"Yes, of course." Thor replies. Sharon says something to Steve and he smiles, leaning onto his knees.

Tony gives a pull, and the hammer doesn't budge. He tries again to the same result. "Be right back."

He comes back a couple minutes later with two metal gloves, one from the Ironman armor and one from Warmachine. Rhodey stands up and grins, putting on the hand before joining Tony in pulling the hammer.

"Are you even pulling?" Rhodey asks, panting slightly.

"Are you on my team?"

"Just represent; pull!"

"Alright, let's go."

When it's Bruce's turn, he walks up to it quietly, smiling to himself. Peter knows something's up, and his suspicions are confirmed when the scientist pulls on the hammer and yells, pretending to Hulk out. No one's affected by the little display, and Peter can't help but chuckle a little. Finally, Steve stands and rolls up his sleeves.

Peter notices that Dr. Cho is paying attention now.

"C'mon, Cap!" Peter encourages. He doesn't miss the small smile Steve gives Sharon. She must have been the one to get him to try and lift it. The Captain wraps his hands around the handle and gives it a hard pull.

Everyone's surprised when the hammer moves a little bit. "No fucking way." Clint whispers.

Peter looks at him. "Language!" The whole room laughs, and Steve rolls his eyes before trying again.

"Look at Thor." Gwen whispers. Peter looks to see Thor looking at Mjolnir like it's betraying him by barely moving for Steve.

After one more pull, Steve accepts that the hammer isn't going to move. The captain let's go, shrugging. Thor laughs: "Nothing."

Bruce gestures to Natasha as Tony says, "And . . . Widow?"

She laughs, "Oh no, no, no, that's not a question I need answered."

Peter looks at Gwen, whose eyes widen. "I agree with Natasha. I'll sit out on this one."

The other two girls nod, confirming that the ladies aren't going to lift the hammer. Thor gestures to Thor. "All the reverence to the man who wouldn't be king.

"Well, he beat your ass." Clint smirked, patting the billionaire on the back as he walks by.

Peter gasps fakely as Maria says, "Steve, he said a bad-language word!"

Steve shakes his head and looks up at Stark. "Did you tell everyone about that?"

Tony ignores him. "I think 'Whosoever is carrying Thor's fingerprints?' is the more literal translation."

"Yes, that is a very, very interesting theory, but I have a simpler one." Thor says, standing up and walking to the hammer. He picks it up and flips it around. "You're all not worthy."

Everyone laughs and protests to Thor's "theory", right when Peter's senses go crazy. "Guys . . ."

Gwen looks at him, noticing his distress. "Peter, what is it?"

Suddenly, a piercing ringing sound rips through the room, kind of like a microphone being tested, and everyone flinches slightly. Tony looks at his phone, while everyone else looks toward the source of the sound.

A lone Iron Legion bot stands in front of the elevator, and Peter instinctively steps slowly so he's in front of Gwen. After she's relatively out of harm's way, he fishes his web-shooters out of his pockets, eyes never leaving the robot.

"How could you be worthy?" The robot asks. "You're all killers."

"Stark." Steve silently orders.

"Jarvis—"

"I'm sorry, I was asleep. Or, I was a dream." The bot continues, while Tony continues to contact Jarvis. Peter discreetly straps one web-shooter on. "That noise . . . And I was tangled in . . . strings. I had to kill the other guy. He was a good guy."

"You killed someone?" Steve asks, while Peter works on strapping on his other shooter. Sharon grabs a gun off of the table.

"Wouldn't have been my first call." The robot answers once again. "But, out in the real world, we're faced with ugly choices."

"Who sent you?" Thor asks.

The robot cocks it's head to the side and plays a recording of Tony saying, "I see a suit of armor around the world."

"Peter . . ." Gwen whispers, and he presses her into his side, ready to move at any sign of trouble.

Bruce looks at Tony in shock. "Ultron."

Ultron looks up in recognition of it's name. "In the flesh. Or no, not yet. Not this . . . chrysalis." The robot—Ultron—speaks again. "I'm not ready. I'm on a mission."

By now, everyone has their guard up, and Maria has a gun in hand too. "What mission?" Sharon asks, beating everyone else to it.

Peter's senses go crazy as Ultron says, "Peace in our time."

Knowing what's coming, Peter pulls Gwen into his side and swings her up to the balcony. He runs her into the hallway and orders, "Stay here."

Finally getting the next web-shooter on, he jumps over the railing and onto a robot firing at Natasha and Bruce, who take cover behind the bar. Grabbing it's head, he twists it to the side, and the robot powers down. Peter fires a web onto the chandelier as the robot falls, swinging over and flipping a table over to block Clint from oncoming fire. After that save, Clint runs up the stairs to find Steve's shield.

Steve jumps on the robot firing at Natasha and Bruce, and it flings him into a wall. Tony jumps back on the bot with a pen in hand, trying to disable it. Firing a web at the robot attempting to attack Dr. Cho, Peter pulls it up and over his head, propelling it into the ground, and cracking the floor in the process.

Whoops.

The battle rages on as Peter next to Thor, pulling a robot behind him. "Thor!"

As it swings by, the demigod crushes the robot that was attached to Peter's other web. Landing, Peter nods at Thor and then runs to Dr. Cho, and swinging her to the balcony. She joins Gwen in the "safety" of the outer hallway.

Peter is about to jump off the balcony again when Clint runs up next to him with Steve's shield in hand. "Cap!"

The archer throws the shield to Steve, who catches it and then immediately throws it at the last robot, breaking it into multiple pieces. Only Ultron's robot is still standing.

Gwen and Dr. Cho run up next to Clint and Peter as Ultron says, "That was dramatic. I'm sorry, I know you mean well, you just didn't make it through."

"Make it through what?" Peter yells angrily.

Ultron ignores him. "You want to protect the world, but you don't want it to change. How is humanity saved if it's not allowed to evolve?"

Gwen nervously shifts her weight beside Peter, and he places a hand on the small of her back. They watch as Ultron picks up one of the broken Iron Legion robots. "Look at these, puppets." He crushes the robot's head and throws it to the ground. "There's only one path to peace. The Avengers' extinction."

Thor throws Mjolnir at the last robot, crushing it. Right when he reclaims the hammer, Ultron sings, "I had strings, but now I'm free . . . there are no strings on me."

The blue fades from the robots body, and Peter looks at Gwen, then at Clint. "We have a serious problem."

 _ **Hey! Sorry it took me so long to update, I've been super busy! This week I'm going on vacation, so I'll try to get some writing done then. Please please please review and let me know what you think. Please!**_

 _ **Also, yes. I put Betty Ross in as a love interest for Bruce. Because there's Clintasha in this story, I felt bad because Bruce didn't have anyone and everyone else did, so I put Betty in the story! Also, there's a little bit of Staron if you squint. Let me know what you think about that, and if you have any requests or suggestions for this story, don't keep it to yourself, let me know!**_

 _ **Review!**_


	5. Science and Realizations

"All our work is gone." Bruce informs, turning away from the computer monitor to look at the team. "Ultron's cleared out, using the internet as an escape route."

Both Steve and Peter mutter, "Ultron." At the same time.

Natasha turns around in the desk chair, face expressionless. "He's been in everything: The files, surveillance . . . He probably knows more about us then we know about each other."

Sharon shifts from her spot next to Clint on the stairs. "So, the only people Ultron didn't think to read up on is Gwen and Peter, right?"

"No, Peter showed up after SHIELD fell," Maria confirms, "So the only files Ultron has are the ones about Spiderman, his enemies, news reports, and known associates."

The spider looks up with a worried look. Realizing what he's thinking of, Maria speaks again, "Gwen would be in there, but she's listed as dead so there's nothing you need to worry about. Actually, you would be on it too. Peter Parker you, I mean. But it was only from the one press conference you did 'with Spiderman,' so he won't worry about you."

The team lets out a small sigh of relief to know that at least one of their pasts isn't in Ultron's head. But, the small comfort doesn't last long.

Rhodey is quick to have everyone worried again: "He's in the files, he's in the internet . . . What if he decides to access something a little more interesting?"

Maria's eyes widen slightly. "Nuclear codes."

"Nuclear codes." Rhodey repeats. "Look, we need to make some calls, assuming we still can."

"I can probably still pull some strings in the CIA." Sharon reports.

Steve nods. "That's good, but keep it confidential. We don't want this information getting to the press before it needs to." Sharon nods and and walks down the stairs, quickly leaving the room to call her former place of employment.

It's silent for a minute as they all think, then Natasha speaks again. "Nukes? He said he wanted us dead."

Steve shakes his head. "Not dead. He said extinct."

"He also said he killed somebody." Clint adds.

"But there wasn't anybody else in the building." Maria protests.

Tony finally steps forward and speaks for the first time since the attack. "Yes there was." Flicking his wrist toward the projection board, a broken amber code appears.

Jarvis' code.

Peter's eyes grow wide with shock. "Holy shit."

No one has the heart to say, "Language." Bruce walks up to the code and looks at it in shock. "This is insane."

"Jarvis was the first line of defense; he would have shut Ultron down." Steve says. "It makes sense."

"Ultron could have un-simulated Jarvis." Bruce thinks out loud, shaking his head. "This isn't strategy, this is . . . rage."

Gwen steps forward to look at the shattered code with Bruce. "Well, by the looks of it, Jarvis definitely isn't going to be the last one affected by Ultron's rage."

Peter's senses go off as Thor walks into the room, dressed in full armor with Mjolnir in his hand. Sensing danger, the spider starts to speak: "Thor, what's—"

He's cut off by the demigod lifting Tony up by the throat. Clint mutters something under his breath as Peter exclaims, "Whoah whoah whoah, calm down, man!" Thor doesn't comply.

Still being carried by the Asgardian, Tony chokes, "C'mon, use your words, buddy."

"I have more than enough words to describe you, Stark."

Sharon walks back into the room just as Steve yells (in what Peter and Darcy secretly call the no-bullshit tone), "Thor! Put him down."

Thor reluctantly drops Tony. "Trail went cold about one-hundred miles out, but its heading north." He turns to glare at Tony. "And he has the scepter." He looks back at the rest of the team. "Now we have to go retrieve it. Again."

Natasha crosses her arms. "Genie's out of that bottle; clear and present as Ultron."

"I don't understand." Dr. Cho confesses, turning to look at Tony. "You built this program. Why is it trying to kill us?"

After a small silence, Tony begins to laugh, much to the rooms' confusion and/or anger. Peter and Gwen share a look, briefly reminded of Harry. "What the hell, Tony?" Peter spits. "You think this is funny?"

Tony turns around, still smiling. "No. It's probably not, right? This is really terrible? It is. It's _so_ terrible."

"This could have been avoided if you didn't play with something you didn't understand." Thor states.

"No!" Tony shouts, cutting him off. "I'm sorry. It is funny. It's a hoot that you don't understand why we need this."

 _Need what?_ Peter wonders, just as Bruce mutters, "Tony, maybe this may not be the time—"

"Really?" Tony exclaims, rounding on Bruce. "That's it? You just roll over and show your belly _every_ time someone snarls."

"Only when I've created a murder bot." Bruce responds.

"We didn't." Tony argues, "Were we close to an interphase?" Bruce nods.

Steve steps into the argument, arms crossed over his chest. "Well, you did something right. And you did it right here. The Avengers were supposed to be different then SHIELD."

Tony rolls his eyes, exasperated. "Any of you remember when I carried a nuke through a wormhole?"

Peter scoffs and Rhodey says, "Nope, that's never come up."

The billionaire ignores them and continues: "Saved New York? Recall that?" By now, everyone's exasperated. "A hostile alien army came charging through a hole in space; we're standing three-hundred feet below it. We're the Avengers. We can bust armies all the live-long day, but that up there?" He points to the ceiling. "That's the end game."

Peter wasn't at the first Battle of New York, but he's starting to see what Tony is talking about as they lock eyes. Tony rips his eyes away from the youngest Avenger's and asks, "How were you guys planning on beating them?"

Steve steps forward, looking seriously into Tony's eyes. "Together."

"We'll lose."

"Then we'll do that together too." Steve replies, making Peter look down slightly before his attention is on their leader again as he gets back to business. "Thor's right. Ultron's calling us out, and I'd like to find him before he's ready for us. The world's a big place. Let's start making it smaller."

* * *

It has been weeks since Peter's last run as friendly-neighborhood Spiderman, what with the missions trying to find Loki's scepter. Now, swinging through New York City once again, with civilians cheering beneath him, Peter can't concentrate.

Ultron's words were still ringing through his head, as well as the rest of the team's. Ultron knows everything about Spiderman, but nothing about Peter and Gwen. _Everything about Spiderman._

Peter's snapped out of his thoughts as his senses go crazy. Snapping back to reality, he lets go of his web just in time to jump over a semi-truck that would have knocked him out of the air. Spinning from the jump, he fires another web onto a nearby building and swings out of the traffic.

He leans against the side of the building, panting. The thought that Ultron knows everything about Spiderman terrifies him. He needs to get back to the tower.

Minutes later, he swings in through his and Gwen's bedroom window just like he always does after he's been out. "Gwen, we have a problem. A very big problem, and—what are you doing?"

Finally processing the sight of his girlfriend, he sees her standing over the bed packing a bag. She looks up as he takes his mask off. "I'm going with Helen back to Seoul."

"You are?"

She rolls her eyes. "Peter, I have a job too. This is just a temporary transfer in case Ultron comes back to the tower. I don't want to be dead weight for Maria and Sharon if he does." Finally, she processes Peter's distressed face. "Peter? What's wrong?"

Shaking his head, he begins to pace again. "So, Ultron knows everything about Spiderman, right?" Gwen nods. "When you died, Spiderman carried you from the clock tower. It was all over the media, and so is who I fought."

Gwen's eyes widen. "Harry."

"Exactly."

"Do you think he'd go after him?"

Peter sighs and runs his hands through his hair. "I don't know, but you need to be careful just in case. Harry knows you're alive and who I am, so while you're in Seoul you need to lay low. Even lower then you do here."

"Peter, Ultron won't come after me in Seoul."

"He could." Peter replies. Gwen cocks her head, confused. "He's been attacking robotics and genetics labs all around the world."

"For what?" Gwen asks.

Peter shrugs. "We don't know yet."

After thinking for a couple of seconds, the blonde looks at her watch. "I have to go. The jet leaves in fifteen minutes." Taking up her bag from the bed, she kisses Peter softly. "I love you."

"I love you too." He replies. "And Gwen," She turns around to look at him. "Be safe."

Smiling softly, she nods and walks down the hallway. Peter watches her go, before shaking his head and changing out of his suit to go find the rest of the Avengers.

* * *

He walks into the lab to see the rest of the team looking at a tablet. "What happened?"

"Ultron killed Strucker, and the Maximoffs are working with him." Steve responds, handing Peter the tablet. Peter wrinkles his nose at the image of the dead Strucker leaning against a wall. The wall has the word "Peace" written on it in blood. Strucker's blood.

He decides the subject of Harry's return will have to wait for the time being.

"Why did they kill him?" Peter inquires, handing the tablet back to Steve.

"He must have known something that Ultron wanted us to miss." Steve responds.

Natasha begins typing on the computer. "Checking . . . Yup. Everything we had on Strucker's just been erased."

"Not everything." Steve mutters. Peter groans internally as he realizes what the super soldier means.

Fifteen minutes later, Clint walks into the lab with another box of files. Peter puts down another file he just read through before picking up the next one and reading the title. "Known associates. Looks like Strucker had a lot of friends."

"Well, these people are all horrible." Bruce mumbles.

Tony, who was looking over the genius's shoulder says, "Wait, I know that guy. From back in the day he operates off the South-African coast. Black Market arms dealer." Peter raises an eyebrow at him and the billionaire fixes him with a look. "There are conventions, alright? You meet people. I didn't sell him anything."

Thor leans forward and looks at the picture before pointing at a tattoo on the man's neck. Tony speaks again. "Oh yeah, that's a tattoo. I don't think he had it."

"No, those are tattoos, this is a brand." Thor points out. Sure enough, Peter notices the way the mark was burned into the man's skin.

Bruce immediately jumps on the computer searching the image. Finally he finds it. "Uh, it's a word in an African dialect meaning thief in a much less friendly way."

"What dialect?" Steve asks.

"Wakanada." Bruce replies, before looking back at the screen. "Wa-wa-wa-Wakanda."

Peter grins a little bit at the scientist trying to pronounce the word before he sees Tony and Steve share a look out of the corner of his eye. "What comes out of Wakanda, Cap?" Tony asks, knowing full well the super soldier knows.

"I thought your father said he got the last of it."

"What? What comes out of Wakanda?" Peter asks.

Steve looks over at where his shield lays against a lab table as Tony replies, "The strongest metal on earth."

Shaking out of a trance, Steve looks at Tony seriously. "Where is this guy now?"

* * *

 _ **Hey, sorry it took me very long to update this time. I've been on vacation for a week, and I did absolutely no writing. Anyway, yay! We're progressing through the movie!**_

 _ **Because we're getting close to the farmhouse part, I need your opinions. I've already made it clear that this story is going to be Clintasha, so would you guys like Laura in the story at all? Not as a romantic element, but maybe a friend or a sister or something? If not, I'll just have the farmhouse be Clint's place, like where he goes to relax and take a break for a little while. Please let me know!**_

 _ **Reviews are always welcome (and very encouraged), and thanks for reading! Love you all 3**_


	6. Wakanda

"Hey, guys?" Peter says, causing the rest of the team (save for Clint, who's reloading his stock of arrows) to look up from where they're gathered around where Tony's piloting the Quinjet. "Ultron and the twins might not be the only people we'll be fighting when we get there."

Natasha shifts her feet, her eyes narrowing slightly as Tony turns on autopilot and spins around in his chair. "What do you mean, Peter?" the redhead asks, just as Clint walks up on Peter's right.

"Well, earlier today I was thinking about what Maria said about Ultron knowing everything about Spiderman."

"Where're you going with this, kid?" Tony asks, making Peter glare at him for a split second.

Peter gestures to all of them with one hand. "All of your enemies are dead; mine aren't. Wouldn't it make sense to Ultron to recruit more people who hate us?"

"Osborn." Cap mumbles. Peter nods.

Clint thinks out loud: "He has the Maximoffs, who hate pretty much all of us, but mostly Tony," said man rolls his eyes, "So he would want to find as many people as possible who don't like us. It makes sense that he'd find Harry."

Tony frowns. "So, we need to watch out for a defective robot with an army of less-angry defective robots, a fast guy, a weird girl, and a green guy who's creepy as hell." Smiling grimly, he looks up at Cap. "Sounds about right."

Steve looks at Peter. "You need to tell us everything that Osborn's capable of doing."

Nodding, Peter starts explaining.

* * *

Peter rounds the corner a floor above Ultron, peeking around it just in time to see Ultron cut off Klaw's arm. The large man looks up at the robot, shocked. The twins seem to have the same reaction.

Looking around the room, Peter's relieved to see that Harry's not there.

"I'm sorry, oh, I'm sorry, I'm sure that's gonna be okay. It's just, don't compare me with Stark!" Ultron shrieks before kicking Klaw down a set of metal stairs. _That's gotta hurt._ "It's a thing with me. Stark, he's, he's a . . . sickness!"

"Aw, junior," Tony speaks, landing on the walkway in front of Ultron. Steve and Thor flank him on either side. "You're gonna break your old man's heart."

"If I have to." Ultron responds. Peter can literally see the robot's red eyes narrow, before his attention is taken away by seeing Natasha and Clint get in position also.

Thor spins his hammer around once. "Hopefully you won't have to break anything."

"Clearly you've never made an omelet."

Tony sighs and looks at Cap. "He beat me by one second." Peter frowns and rolls his eyes, getting ready to jump down to help at any second. His eyes widen beneath his mask as the male twin—Pietro—steps forward.

"Ah, this is funny," Pietro remarks, smirking slightly. Peter's eyebrows raise as he hears his unique accent. "Mr. Stark. Are you comfortable?" He gestures to the surrounding explosives. "Like old times?"

"This was never my life." Tony argues.

Steve steps forward. "You two can still walk away from this."

"Oh, we will." The girl reassures, smiling slightly. Peter raises his eyebrows, impressed. She's got guts.

"I know you've suffered—"

"Oh, Captain America, God's righteous man pretending you can't live without a war." Ultron prods. Peter can't see Steve's face, but he feels the anger boil up inside of him. "I can't physically throw up in my mouth, but—"

At this last remark, Peter wishes he wasn't told not to remain silent until a battle actually breaks out.

"If you believe in peace, then let us keep it." Thor tries to negotiate.

The robot pretends to think. "I think you're confusing 'peace' with 'quiet.'"

Peter can practically see Tony's eyes rolling underneath his mask. "Yeah-huh. What's the vibranium for?"

"I'm glad you asked, because I wanted to take this moment to explain my evil plan." Ultron smirks before raising his hand and blasting Tony in the chest with a sort of red energy. He lands against a wall before getting up quickly and tackling Ultron into the air where they continue battling.

Two Iron Legion bots fly out of nowhere and attack Steve and Thor and Pietro runs by, knocking Thor to the ground just after the Asgardian takes care of a robot. Wanda fires a shot of red energy at Steve, which he blocks with his shield, but the force of it knocks him to the ground. Peter's about to jump down and help when he senses something behind him.

The spider raises his hand just in time to block the oncoming knife of one of Klaw's soldiers. Peter grits his teeth as he's punched in the gut with the guy's other hand. "Dude," Peter starts, before getting the knife out of the soldier's hand. "You're fighting the wrong guy."

"Mimi nina kwenda kutuma wewe nyuma ya Jahannamu, buibui _(I'm going to send you back to hell, spider_ )." The man says, before taking a swing at Peter's head that he ducks under easily, knocking the man on his butt in the process.

 _So no English. Perfect._ Peter thinks, before firing a couple webs that keep the man onto the floor. He's about to jump to his team's aid again when more men come barreling around the corner. Peter groans. "You guys are making this more difficult then it has to be!" he exclaims, before starting to fight them off too, evading bullets and fists.

After throwing the last soldier into the wall, he looks up to see Ultron fly throught the roof of the ship. Tony goes after him. Seeing Pietro shaking off dizziness on the floor and Thor and Cap continuing to try to get more vibranium away from Iron Legion soldiers, Peter prepares to jump down and help.

His senses go crazy.

Peter's foot is grabbed in mid-air, and he's slammed into the wall next to one of the men he tied up. Shaking off dizziness, his eyes adjust to see something he never wanted to again.

Harry grins, smiling maniacally down at Peter as he hovers on his glider in front of him. "Hello, Peter."

Peter can't even begin to say anything else. "Harry?"

Harry laughs. "You know that it's not Harry anymore."

"Wow," Peter starts, "You look even worse then the last time I saw you."

His enemy's smile dissapears as Peter jumps up, sliding under the glider and firing two webs on the bottom. As he slides through, he manages to pull hard enough to flip Hary over, but his feet stay stuck in the glider. After his head hits the floor, Harry manages to right himself, flying at Peter.

Ignoring his enemy's pissed-off look, Peter continues to taunt him as they fight, "I mean, really, you look like the goblin in one of the books Aunt May read me when I was a kid. And is your skin greener?"

Pulling out a bomb, Harry tosses it at Peter, who fires a web and propels it up at the ceiling. It blows a second hole in the metal, parallel to Ultron's. Dodging punches and throwing some of his own, Spiderman is smirking under his mask. An idea occurs to him.

Doing a back-handspring to dodge another blow, Peter lands and puts his hand to his chin, pretending to think. "That's what we should call you: The Green Goblin!"

Shrieking in rage, Harry zooms forward and pushes Peter backwards. Slamming into the wall, Peter's left holding his aching head again.

"You don't get it, do you? I'm only the distraction." The Goblin smirks.

Suddenly, Peter realizes the ringing of his senses isn't Harry. It's the same ringing he felt when that Wanda girl first attacked him and Cap.

"Guys, the girl—" He's cut off while trying to get back up, as he's slammed back down by a red blast of energy in the corner of Peter's vision.

 _ **Good luck with the next chapter. It's gonna be filled with feels of all shapes and sizes.**_

 _ **Reviews, please!**_


	7. Fear

_**Sorry if there are any mistakes, I didn't edit this one**_

Peter awakes to a harsh ringing noise and a pounding headache. Clutching the side of his head, he's surprised at the feel of skin on skin, not the fabric of his suit. Opening his eyes confusedly, he blinks a couple times to clear his vision. He is met with the sight of a pitch-black room, and all he can see is himself sitting on the floor in his everyday street clothes.

 _Wakanda . . ._

Standing up quickly, the Avenger looks behind him, remembering what just happened. "Guys?" he calls, the sound of his voice echoing throughout the endless black room.

He hears no response. Frowning with worry, Peter turns back around to see an everyday New York City street scene. Appearing as if he's standing on the sidewalk, he watches as taxis and tour buses inch along through the traffic. Just another day in the city.

But then he sees her.

Gwen walks on the sidewalk across the street from him with her old dog, wearing that blue blazer and hat she used to love. Smiling softly, he watches her sit down for lunch with some old friends before the scene changes.

The family dinner with Gwen's family, him and Gwen hiding in the closet at Oscorp; them on their "friend date" when they established the ground rules. The scenes fly by at a rapid pace, when suddenly Peter hears a voice from behind him.

Captain Stacy's voice.

Peter whirls around to see no one as he hears Gwen dad say, "I told you to leave Gwen out of it, Peter, and you didn't." The voice hisses. "Look where that lead you. My baby girl died because of you!"

Clutching at his ears, Peter tries to speak but nothing comes out. He can't tear his eyes away from the flashing images, which are now flashing terrible memories.

Gwen's father continues to speak of Peter's failures as Peter watches frames of Gwen falling and snapping her spine. He sees himself sitting at her grave day after day, bringing fresh flowers and just staring . . .

Suddenly, the images and Captain Stacy's voice freeze, and Peter lets go of the sides of his head, straightening up as best he can.

"Peter."

Freezing in shock, Peter's eyes well up with tears as he turns around towards the voice. "No, please," Uncle Ben stands in front of him, no trace of a smile on his face. "Uncle Ben." Peter whispers.

The man ignores him. "I once told you that with great power comes great responsibility, Peter," Uncle Ben says softly. Then the old man's face morphs into one of pure rage. "And you misused that power! You ignored the responsibility!" He roars.

Uncle Ben disappears in thin air, but his voice continues screaming, "You don't deserve the power you've been given!" Over, and over, and over again.

"Peter . . ." Gwen appears in front of him now, and he can barely hear her voice over the ones screaming in his head. She smiles softly and reaches towards him, her mint-green coat swirling around her. Suddenly she gasps, and her eyes go wide as blood trickles from her nose. Harry's cackling laughter echoes through Peter's mind as he screams, voice pleading for it to stop.

Uncle Ben getting shot, Aunt May getting taken away from him, Gwen falling over and over again . . . This is all Peter sees for what seems like hours. Terrible image after terrible image rolling in front of him as his Uncle's voicemail, Gwen's speech, and the horrible cacophony of voices fills his head as gut-wrenching pictures of his loved ones and new teammates dying play over and over in front of him.

Just when he can't take it anymore, a new voice cuts through the others like a knife. "Peter! Peter, wake up, it isn't real!" _Clint._

Gasping, Peter gains his bearings and looks up from where he shakes on the floor to see Clint kneeling next to him, shaking his shoulder. Sitting up slowly, he notices Natasha leaning against the railing, eyes unfocussed. He shudders as another round of voices plays through his head again.

"Hey!" Clint yells, snapping his fingers in front of Peter's nose. "You with me? Cause I can't carry both of you."

Nodding slowly, Peter manages to clear what he saw from his thoughts for the moment. "What happened?"

"That witch, Maximoff," Clint explains, pulling Peter up before taking hold of Natasha whose eyes are still unfocussed. Peter's never seen the assassin like this before. "She messed with all of your heads."

"What about you?"

Clint wraps Natasha's arm around his shoulders and puts his around her waist as they start to walk. The archer smiles grimly. "I was the one who took care of her. Her brother ran her away before I could get her out of here though."

Nodding, Peter follows the two assassins, shaking his head every once in a while to clear the voices from his dream away. "What happened to the rest of the team?"

Clint doesn't respond.

* * *

"Wanna switch out?"

Clint looks up to see Tony standing over his shoulder. "No, I'm good. If you want to get some sleep, now's a good time. We're still a few miles out."

"From where?"

"Safe-house."

Nodding, Tony leans closer to the archer. "Switch out with me and go talk to Natasha. She seems the most shaken up out of all of us, and I'm pretty sure you're the only one who can get her to talk."

The blonde glances over at where his partner sits in one of the chairs. His blue eyes soften as he sees her blank eyes looking at the wall. Not even replying to Tony, he stands up and walks over to Natasha.

Squatting in front of her, he takes her right hand in his left then uses his other hand to guide her gaze away from the wall and onto him. "Hey, you doing okay?" She just barely nods her head in response and Clint sighs. "C'mon, Nat, don't lie to me. What did you see? Maybe I can help."

Natasha shakes her head, red curls falling into her face, which Clint is quick to tuck behind her ears as he switches from squatting to kneeling. "It's nothing I haven't told you before." She whispers.

Clint immediately knows she's talking about the Red Room, and because he knows that's a touchy subject, he doesn't push her. Instead, he stands up and sits in the chair next to her and wraps an arm around her shoulders. She cuddles into his chest and wraps her arms around his waist as he kisses the top of her head. "Get some sleep, Nat."

"I can't."

He tightens his hold around her. "I'll keep the nightmares away."

He feels her nod and relaxes as her breathing slowly evens out. Looking around, he locks eyes with Steve, who gives a tired, half-hearted smile. Clint nods back before looking away and seeing Peter sitting in the corner staring at his mask, Thor wringing his hands, and Bruce shivering on the floor. Looking back down at Nat's sleeping form, he adjusts her carefully so her head is in his lap. The team is scattered without actually being apart, and he has to try to be their glue.

After making sure Tony's actually piloting the plane, Clint lays his head back and falls asleep with his arm around his partner.

 _ **So, sorry for the feels . . . I love Clintasha. Love. It.**_

 _ **Reviews, please!**_


	8. The Farm

_**This chapter is short and sweet; sorry for taking so long to post it. I don't have a lot of time on my hands right now, so chapters will be coming infrequently from now on.**_

"Peter," Steve shakes the young man's shoulder and watches as he shoots awake, fear in his eyes. He winces, because that's exactly how he woke up too. "Sorry, I didn't mean to scare you. We're here."

Peter picks his mask up off of the floor before taking Steve's hand and letting him pull him up. He winces as his sore muscles accept the task of standing after hours of leaning awkwardly against the Quinjet wall. The back of his head throbs as he sees Clint with his arm around Natasha, helping her walk out of the small plane. The rest of the team follows.

As they walk, Peter sees a nice farmhouse down the dirt path they're on, and a barn to the house's right. "Where is 'here'?" He mumbles, mostly to himself, but Tony hears, turning around to look at him.

"Safe-house." He responds. Clint says nothing, and Peter sees Thor and Steve exchange a suspicious look. The dirt crunches under Peter's feet as he and the rest of the team step up the porch steps.

Opening the door, Clint let's go of his partner's waist briefly to look through a doorway deeper into the house while the rest of the team waits awkwardly in the foyer. None of them know what to think of this domestic place, and Peter sees small shoes and coats hanging next to the front door, evidence of children living here. _Children?_

"Cara?" Clint calls, looking around the room.

Suddenly, a woman with blonde hair pulled back into a messy bun and blue eyes the same as Clint's steps into the room. "Clint," She mumbles, looking a little bit shocked, "what are you doing here?" Then she looks past him and notices the six other people standing in her home. "Oh. Hi. Come in."

The Avengers step farther into the house, standing in what must be the living room as the woman—Cara—closes the front door behind them. She squeezes Natasha's arm from where she leans against the wall and smiles at her before walking back over to Clint.

Peter's senses go off and he instinctively braces himself, only to hear the pounding of small feet on the wooden stairs. "Incoming," Clint mutters, smiling as a little girl, no older than six, with brown hair runs into the room.

"Uncle Clint!" She squeals, rushing forward and jumping into Clint's outstretched arms. _Uncle?_

"Hey, princess!" Clint grins, peppering the little girl's face with kisses.

She's about to reply when Cara says, "Piper, will you go get Daddy from the barn, please?"

The girl nods and wiggles out of Clint's arms. She turns around and her blue eyes widen as she seems to just notice the other people in the room. Walking up to Thor, she looks up at him—right in the eyes—as she asks, "Mommy, who are they?"

"Piper, please go get your father." Cara says as an answer. Piper nods and scuttles past the other men before stopping in front of Natasha.

Peter's mouth almost drops open when she gives Natasha a hug and whispers, "Hi, Auntie Nat," before rushing out the front door. Steve must have heard her too, because he looks at Peter and mouths, _"Auntie Nat?"_ Peter just shrugs.

The Captain clears his throat and looks expectantly at Clint. "Oh," The archer says, before stepping next to Cara. "Guys, this is my sister, Cara. She lives here with her family, and it's where I stay when I'm not at the tower or on missions." He explains.

The team nods, and Cara smiles awkwardly. "I already know all of your names, except . . ." She trails off, looking directly at Peter.

That's when he realizes his mask is still off.

Seeing his eyes widen, Cara speaks: "Don't worry, we won't tell a soul, I promise." Peter nods, but his anxiety about the situation doesn't go away as he introduces himself to her.

Suddenly, the sound of a baby crying comes from upstairs, and Cara sighs. "That would be little Clint. I'll be right back."

Peter gasps, eyes widening as he practically runs for the door, hearing Harry's laughter echoing in his head once again instead of the cries of the baby. "I need some air." He throws the door open and rushes out, almost running into Piper and who must be Clint's brother-in-law, who watch him go.

Frowning, Thor walks out after him, and Steve follows. "Thor!" he yells, getting the Asgardian's attention.

"I saw something in that dream," Thor states, turning to look at the blonde, "I need answers."

He doesn't give Steve time to reply before he flies off to who knows where. Steve sighs and looks over to see Peter walking toward the barn, head hung while his mask dangles limply from his hand. Peggy's words echo in the captain's head as he walks back toward the jet for a change of clothes.

* * *

"See? You can't even tell the difference." Clint says, making faces at his nephew as Cara checks his side.

"Shut up, birdbrain," She pulls his shirt back down and takes her giggling son from his namesake. "How's Nat?"

Clint eyes flicker down slightly. "She's resting."

"She's really shaken up, huh? Worse than when she stayed with us after SHIELD fell." She adds, making Clint nod sadly. She decides to change the subject. "You know, if you're gonna sleep here, you're gonna have to double up."

Clint laughs, watching as his sister smirks at him while bottle-feeding his nephew. "Yeah, that's not gonna sell."

"What? Maybe you can finally make your move on Nat."

The archer looks at her incredulously. "Make my—what? Nat and I, we're just—"

He stops talking, looking off into space as Cara stands up from the rocking chair. "You know, for someone whose codename is 'Hawkeye', you can be pretty blind."

Then she walks from the room with her giggling son, leaving Clint with his thoughts.

* * *

About an hour later, Clint walks outside to see Peter and Steve chopping wood. Tony is nowhere to be seen. "Where's Stark?"

"Fixing Tom's tractor," Steve replies before splitting another log. "Your brother-in-law's a nice guy."

Clint sighs, "Look—"

Steve holds up a hand, smiling a bit. "It's okay, I would have done the same thing."

Sighing in relief, the archer watches as Peter chops another piece of wood, face blank. He reaches for another one and does the same thing, and Clint exchanges a worried look with Steve. Peter never goes long without talking, and it's been nearly three hours of him only saying one word answers.

"Hey, Peter, will you go help Natasha for a little bit?" Clint asks, making up an excuse to get Peter's thoughts away from whatever the Maximoff girl showed him. "She's trying to locate Ultron."

Peter nods and puts his axe down. "Sure." The two veteran Avengers watch as he walks inside the house.

"Man, he seems really shaken up." Clint mutters, and Steve nods. "Hopefully Natasha can get him to talk."

Steve puts down his axe. "Look, about Natasha—"

"Not you too," Clint groans, and Steve just sighs.

"Look, I see the way you look at her, and the way she looks at you. Hell, the way you two act around each other is a dead give-away." Steve says, smiling. "You both deserve a win."

"Tasha, she just, she likes to flirt." Clint protests.

Steve chuckles and puts a hand on the archer's shoulder. "I've seen her flirt. Up close. And trust me, that isn't it."

The captain walks away, smiling when he hears Clint yell, "What do you mean 'up close?'"

 _ **Hey, guys, please let me know what you thought of this chapter. I'm working really hard on this story, and there are some of you who review for every chapter, but the lack of reviews is kind of taking my inspiration for this story away. So, please review.**_


	9. Secrets

"Dr. Cho, I have—"

Gwen stops short of the lab, almost dropping her clipboard as she sees Ultron standing in front of Dr. Cho. Thinking quickly, she rushes to the side and enters the hallway maintenance closet, closing the door quietly behind her. Then she curses under her breath.

 _"_ _This is the maintenance closet. This is the most cliché hiding place you could have chosen."_ She hears Peter's voice in her head.

Suddenly, she's snapped out of her thoughts by Helen saying, "The cradle."

Looking through the shutters on the door, Gwen sees Ultron talking to Helen. He places his hand on the cradle. "This is the next me."

They speak too quietly for Gwen to catch the next words, but then she sees one of Ultron's robots bring up the scepter. He touches it to Helen's chest, and her eyes turn a brilliant blue color. Eyes widening, Gwen whips out her cellphone and sends a text to Peter.

 _SOS. Ultron is in Seoul._

* * *

Peter walks across the hallway, shaking his wet hair out of his face before knocking on the door. "Cap, you in there?"

He hears some shuffling around inside before Steve opens the door, frowning when he sees Peter's face. "You alright, Peter?"

"Can I come in?"

The captain nods, motioning inside the room, and Peter goes to stand by the bed. "I, uh, I feel like I'll feel better if I talk about my dream with someone."

Steve nods, crossing his arms over his chest, and Peter runs a hand through his hair before beginning to tell him everything. "It started out okay. It was just memories of Gwen and my Uncle Ben and Aunt May. Nice memories. Then Captain Stacy started talking about how I failed him, and the memories got worse. Much worse. The images of Gwen and Uncle Ben and everyone that has died because of me just didn't stop. They were all screaming at me about how I couldn't save them. How it was my fault they're dead."

After he's finished, tears are forming in his eyes. "And they're right. Everyone I've ever known has died because of me."

Steve steps forward, eyes compassionate. "So what is it you're afraid of, Peter?"

He opens his mouth to respond before closing it. What is he afraid of?

"It sounds like you're afraid of your past." Steve says. "Gwen did die, and so did her dad and your uncle, but none of that is your fault. You think like everything is on you, but it's not. People make their own choices, and those were theirs." Steve pauses, placing a hand on Peter's shoulder. "The thing is, the past is in the past. It can't come back to get you unless you let it."

At that moment, as Peter nods and they walk from the room at Cara's call for dinner, Steve is taking his own advice.

The front door opens as they walk down into the foyer, and Tony emerges, followed by a familiar face. "Director?" Peter sputters.

"Not anymore." Nick smiles slightly as Tony walks into the kitchen, silent until he tells Cara the tractor is fixed. Peter frowns at the reserved way the billionaire is carrying himself. Something's wrong.

* * *

"Ultron took himself out of play to buy himself time. My contacts say he's building something." Nick informs. "The amount of vibranium he made off with . . ."

Clint smiles from where he sits next to Natasha as Piper gives her a picture of a butterfly. His partner thanks her before she runs back to where her mom, dad, and brother wait in the living room. "What about Ultron himself?" Steve asks.

"Oh, he's easy to track. The guy's multiplying faster than a Catholic rabbit." Nick smirks slightly. "Still doesn't help us get an angle on his plans, though."

Tony throws a blue dart, frowning when it doesn't land closer to the bullseye then Peter's. "Is he going after launch codes?"

"Yes he is, but he's not making any headway."

Tony snorts. "I once cracked the pentagon's firewall on a dare."

"Yeah, well I talked to our friends at the Nexus about that." Nick says.

Peter frowns, throwing a dart and hitting bullseye. "Nexus?"

"World Internet hub," Bruce elaborates. "Every bug of data flows through there. It's the fastest access point on earth."

"So, what do they say?" Clint asks, getting up and walking toward the sink.

"He's fixated on the missiles, but the codes are constantly being changed." Fury replies.

Tony pulls out a dart and asks, "By whom?" His eyes widen when three darts fly by his head and embed in the bullseye. He turns around to see Clint smile and shrug, while Peter just sits there grinning as Tony narrows his eyes.

"Parties unknown." Fury says, sighing.

"We have an ally?" Natasha asks, looking up from the colorful painting.

"Ultron's got an enemy," Nick says, pointing at her with his fork. "Not the same thing. Still, I'd pay money to know who it is."

Peter walks into the kitchen and jumps up to sit on the counter. "Well, I was kind of hoping you'd have more than that."

The former director of SHIELD turns to look at him. "I do. I have you." The seven Avengers look at each other doubtfully. "Back in the day I had eyes everywhere, ears everywhere else. You kids had all the tech you could dream of. And here we are, back on earth, with nothing but our wit and our wills to save the world.

"Ultron said you're the only thing standing between him and his mission, and whether or not his mission is global destruction. All this," he gestures around the house, "laid in a grave. So stand. Outwit the platinum bastard."

Natasha smirks. "Steve doesn't like that kind of talk."

"You know what, Romanoff?" Steve asks, making her smile grow slightly. Clint smirks. _So that's what he meant by flirting._

Nick ignores them. "So, what does he want?"

Steve thinks. "To become better."

"Better than us." Peter adds. "He keeps building bodies."

"Person bodies. Human form isn't efficient; biologically speaking he's out-moted." Tony says, putting the darts down and walking into the kitchen.

"It means, if you programmed him to protect the human race, you amazingly failed." Natasha says.

Bruce steps forward, his thinking face on. "They don't need to be protected, they need to evolve. Ultron's going to evolve."

"How?"

Bruce looks up grimly. "Has anyone been in contact with Helen Cho?"

Eyes widening, Peter runs upstairs to get his phone. Grabbing it off of the bed he scrolls through the messages as he runs back down the stairs. The team waits for him in the kitchen, and he reads the basics of the texts aloud:

"Ultron is in Seoul. So are the twins, and Harry." Peter says, looking up at Steve with worried eyes. "Gwen says Dr. Cho was touched by the scepter."

"How old are those texts?" Clint asks.

"Uh, Ultron arrived a couple hours ago, and the twins and Harry just got there. Helen's been under Loki's spell for two hours now." Peter informs.

Steve nods. "Alright, suit up."

* * *

Clint stands with Cara and Tom in the living room, watching as the rest of the team treks back up to the Quinjet. Natasha waits outside for him.

"You gonna be okay?" Cara asks.

He smiles grimly. "I always am. Why?"

She sighs. "It's just, I look out there and I see, these, gods. _Broken_ gods."

"You don't think they need me."

"I think they do." She reassures. "You have to bring them back down to earth."

Nodding, Clint pulls her into a hug before turning to Tom. "Take care of her."

He smiles. "I will." Then he pulls Clint into a hug also. "Be careful."

"Not gonna happen." Clint calls over his shoulder as he walks to the door, making the couple laugh softly. Natasha waits outside, smiling.

"You okay?" She asks. He nods, and they start walking.

Then he gets an idea. "Are you? What the Maximoff girl showed you really shook you up, huh?"

She nods softly. "It's nothing I can't handle. Just memories that have resurfaced again."

He nods. "You know, when I found you in Budapest you were going through this alone. You don't have to this time." He stops her. "Talk to me, Tasha."

She shakes her head. "Not now. We're in the middle of a war, Clint."

Letting go of her arm, they continue walking. "After."

She nods, eyes clearer then they have been in days. "After."

 _ **Review, please!**_


	10. Seoul

Gwen's head snaps up from where it rests on her chest at the sound of a scream, breathing heavily as she gets used to being awake again. She looks through the closet door's shutters to see Wanda rip her hands off of the cradle. Her brother quickly rushes towards her and gathers her into his arms, silently asking what's wrong as he kisses the side of her head.

The brunette takes her eyes off of the cradle and looks at Ultron in disbelief and fear of whatever she just saw. "How could you?" she whispers.

Ultron's expressionless. "How could I what?"

She steps toward him, Pietro's arm still around her waist. "You said we would destroy the Avengers; make a better world."

"It will be better." Ultron protests.

"When everyone is dead?"

Gwen gasps softly and leans closer to the door so she can see and hear clearer. She sees Wanda's eyes flicker over to where she hides, and they stay there until Ultron begins to speak again. But Gwen doesn't pay attention to what he's saying. She's worried about the fact that Wanda knows she's there.

Then she sees it: A flicker of red curling over Wanda's fingers before flying up to Helen. The doctor shakes her head, and Gwen's eyes widen. Wanda freed her from the scepter's mind control.

"There's incoming," Ultron says, catching Gwen's attention. "The Quinjet. We have to move."

"That won't be a problem." Helen says, stepping forward. Reaching her hand forward quickly, she pauses the cradle's download. Immediately, Ultron fires a bolt of energy at the doctor, knocking her into the wall. The twins have already vanished.

Gwen knew the decision was stupid right as she did it.

Rushing out of the closet with a two-foot long metal pipe (why was that even in there?), the blonde rushes over to Ultron and hits the back of his head. A small dent appears, but he doesn't fall. He doesn't even flinch.

Clutching the pipe tighter, she backs away as he turns around, red eyes glowing menacingly. "You little—"

She doesn't hear him finish his sentence, because all of a sudden she's lifted into the air and the world is a blur. Then she's standing outside, still holding the pipe and blinking in the sunlight as she looks to her left. She locks eyes with Wanda for just a moment before Pietro runs over and picks his sister up, zooming away towards the city. She watches as the silver-blue streak he left behind fades, still shocked that he saved her life.

"Gwen!"

Whirling around, she sees Peter and Steve approaching, with the Quinjet hovering above them about six hundred feet. Dropping the metal pipe, she hears it clatter to the ground behind her as she runs up to them, hugging Peter quickly before pulling away and looking at the two red and blue clad Avengers. Her breathing is heavy.

"Helen's still inside," She breathes, "Ultron shot her."

Steve steps toward her, eyes shining through his mask. "Is he still in there?"

"I don't know," She replies. "But he has the cradle, and he's using it for something terrible. You have to get it to Tony."

Peter nods. "You guys copy that?"

"We did." Clint replies over the comms from where he and Natasha hover in the Quinjet.

"Try to find Ultron," Steve orders. "I'll go get Dr. Cho."

He's about to go when Clint's voice comes through again. "There, it's a truck from the lab. Right above you on a loop by the bridge." He pauses for a moment. "We got three in the back and one in the cab. I can take out the driver."

"Negative!" Steve yells, making Gwen jump because she's only hearing one side of their conversation. "That gem could level the city. We have to draw out Ultron."

Gwen looks at Steve. "I'll get Helen help. You two go."

Steve nods at her and takes off running, and Peter looks at her for a second before taking off after him. Gwen watches them both for a moment before she runs back inside the lab, pulling out her cellphone to call an ambulance at the same time.

"Here it comes," Peter says, getting ready to jump as the truck approaches the bridge they're standing on.

Steve grabs his arm. "I want you to keep a distance."

"Why?"

"In case he tries to leave. You'll have a head start," Steve explains. Peter doesn't respond. "Understood?"

The spider nods grudgingly and watches as Steve jumps onto the top of the lab truck, rolling a little bit on the roof before stopping. Sighing, Peter jumps off the bridge to land on another semi rolling on the road beneath him, landing gracefully on top, only to be shocked when his senses go crazy. Looking around, he barely has time to brace himself before he's hit. Hard.

He lands against one of the columns of the bridge he was just standing on, shaking off the dizziness as he looks up to see Harry hovering over him, grinning. "Guess whose back." Groaning, Peter goes to stand up, only to be slammed back down again by Harry. "Do you know how hard it was to get Ultron to find me?"

Peter gasps over where the tip of Harry's glider presses into his neck. "Don't care." Ripping his arm free with a groan, Peter fires a web into Harry's eyes before getting up, hearing Harry scream behind him as he swings on top of a taxi rolling by. Looking behind him, he sees Harry, very angry, scrabbling at his face to get the webbing off.

He turns forward again, pressing the comm in his ear. "Guys, we got a problem. Harry's here."

"What?" Clint yells.

"I know, just, watch out, okay? He's airborne." Peter explains as he jumps from car to car, watching Steve battle with Ultron up ahead. He turns around again to see Harry finally get the webbing off his face, looking around before locking eyes with Peter.

Spiderman's eyes widen, and he leans down to look in the window. A startled Korean taxi driver with a mustache and a hat on looks at him in surprise. He motions for the man to roll down the window, and he complies. "Can you speed it up a little? I got a psycho maniac on my ass. Thanks."

He doesn't even bother to keep his head down long enough to realize the guy doesn't know English.

Turning around on the car again, he sees Harry flying after him at a rapid pace. "Clint," Peter says, jumping to another car, trying to get to a nearby truck as quickly as he can. If he's going to fight, he'd rather it not be on top of a taxi. "Some air support would be nice."

"You're heading under the overpass, I've got no shot."

"Peter, I'm coming down," Natasha's voice says as Peter jumps to the car just behind and to the right of the semi he's aiming for. Luckily, it's right behind the one where Steve and Ultron are. "Where are you?"

"What do you mean, 'where am I', all of the signs are in Korean!" Peter yells before jumping on top of the truck he was going for, turning around to see Harry zooming over the traffic. All of a sudden, the heat of the sun is gone as they head under the overpass.

"What do you see?" Clint asks, watching Natasha roll her eyes as she prepares her bike.

"Uh . . ." Peter looks around him. "The city's on my left, and there are train tracks on my right. It looks like we'll be under the overpass for about five minutes at the rate this traffic's moving."

"Okay, we got a window," Clint yells, and Natasha rushes to get on her bike. _"_ Dropping in three, two . . ." He looks at her. "Give 'em hell."

The last thing he sees is Natasha smirking at him as she drops down to the streets below.

"Cap, how're you doing?" Peter yells to Steve who's on the other truck. His response is Steve getting knocked over by Ultron, almost falling off of the truck as his shield flies off of his arm. Peter watches it clatter to the concrete before turning to look at the captain again. "Apparently not so good."

"Shut it," Steve snarls, gritting his teeth as Ultron comes at him again.

Turning around, Peter sees Harry finally reach where he is. He's beyond pissed off, the greenish-yellow skin on his face tinted red. "Took you a while to get here! What held you up?"

Peter glances past Harry to see Natasha weaving through the highway traffic, Steve's shield resting on the front of her bike. He's snapped out of his gaze by Harry rushing forward, snarling as he tackles Peter off of the truck. Gritting his teeth, Peter scrabbles onto Harry's back before firing two webs and pulling each across Harry's face, making him lose control over the glider.

Not such a great idea.

Harry flies backward and Peter's back hits one of the stone pillars holding the overpass up, his head snapping back and hitting it hard. He falls to the ground, shaking off the dizziness as Harry grins and hits him in the head again, this time with the hard metal of his glider. Peter falls back, seeing stars as the trucks get even further away. Natasha zooms by, and he sees her look at him briefly before he focusses back on Harry.

His old friend just smiles and drops a pumpkin bomb right at his feet, its orange light blinking quickly as he flies away.

That wakes Peter up. Leaning forward quickly, Peter slings a web onto the bomb and tosses it between two pillars and out into the open field beyond. It explodes harmlessly over a field of yellowing grass, and Peter gets to his feet, swaying slightly as he gains his composure again. Looking to where Steve and Natasha were heading, he sees that the overpass ends soon.

"Peter," Natasha says over the comms. "You good?"

"Yeah," he assures, firing a web to the concrete ceiling as he swings as quickly as possible towards his friends.

"Ok, good," she says, nodding to herself as she looks in her bike's side mirrors once again for confirmation. "Cause it looks like your friend's on my ass now."

Gritting his teeth, Peter swings out from the end of the overpass and on top of another semi, gauging the distance between him and Natasha. "Can you hold him off for a second? Cause I can't get to you all that quickly."

"Uh," Natasha says, looking again. "He's on me, but I think he's after the shield."

"Perfect," Peter mumbles, leaping from car to car as he grows closer and closer to Natasha. "I'll be there in about one minute."

Weaving in between cars, Natasha keeps one hand on the controls and one on the shield so it stays on the bike. "Be ready to catch."

Nodding to himself, Peter continues to rush up and over the cars, forsaking the tricks he'd normally do for speed. When he finally gets there, he stops the lane behind Natasha and fires a web on Harry, pulling him towards him. The road suddenly falls into shadow again as they begin to drive under another road on top of them, and Peter sees Harry pull out another glowing orange bomb.

"Now, Romanoff!" He yells, watching as she throws the shield in front of her and to the right. It flies right in front of him, and he fires a web onto the ceiling with his left arm, using the other to catch the shield. Out of the corner of his eye, Peter sees Natasha drive up a public stairwell, Harry not following.

Peter focuses on getting to Steve, who he can now see is in a headlock. Then his senses go nuts, and he lands on a car just in time to hit a pumpkin bomb back at Harry with Steve's shield. Harry's eyes widen, and he flies away as the bomb explodes just over the traffic, the force of it hitting him in the back and flinging him into one of the pillars.

Finally, Peter can concentrate without the Goblin on his ass. Making it up to Steve, he sees the captain's still in the headlock. "Steve, catch!" He yells, before throwing the shield within range of the magnets on his arm. Steve squeezes his hand into a fist just in time, making the shield come to his arm. Reaching up, he hits Ultron in the face, and Peter lands on a semi next to where Steve is, watching Ultron out of the corner of his eye as he sees Harry hasn't gotten up from where he lays against a cracked pillar.

Thank God.

The light of day washes over them once again, and, looking inside the truck, Peter sees two sentries guarding the cradle. "Clint, can you draw out the guards?"

 _"_ _Let's find out."_

Suddenly, gunshots fill the air, and Peter covers his head, watching out of the corner of his eye as Clint fires just close enough to the truck to alert the sentries, but not close enough to the cradle to hurt it. Successfully, the two sentries fly out, heading towards the ship at a fast rate. Peter watches as they tear at the ship, and Clint rolls, successfully throwing them off.

Natasha drives up on Peter's right. "Hop on."

Nodding, Peter jumps on the moving bike, squatting behind Natasha and keeping his hands on her shoulders as she drives quickly towards the truck, which had gotten a good distance away. A train rolls by on the road's right, and they watch as Ultron tackles Cap into one of the carriages. "Cap!" Peter yells.

"Take the reins," Natasha orders, and Peter sits down behind her, leaning forward and taking control of the bike as Natasha crouches in front of him. "Cap, I'm going in, can you keep him occupied?"

Peter can practically see Steve roll his eyes. "What do you think I've been doing?"

Natasha ignores him, instead addressing Peter. "Get me as close as possible."

He nods and inches ever closer to the moving truck, getting within three feet. Natasha stands on the bike in front of where he sits before jumping inside the truck. She turns to him. "Go help Steve."

"What about—"

"Go!" she yells, before turning towards the cradle and looking at the controls. Behind her, Peter shakes his head before going after the train. As he drives away, he doesn't see the two sentries that went after the Quinjet fly down and pick up the truck, propelling it into the air with Natasha still inside. He's focused on catching up with the carriage Steve's in.

When he catches up to the cab, he sees a huge hole in the side as Steve and Ultron fight. Steve lays against a seat, breathing heavily, and Peter's about to yell something very profane to distract Ultron before a blue blur comes out of nowhere, hitting Ultron with such force Peter's a little shocked. Ultron goes to go after Cap, who's just as shocked as Peter, but the metal bars suddenly glow red and block his path.

The twins.

Frowning, Peter prepares to jump into the train, but is stopped when Ultron fires a bolt of red energy at the front of the train before flying out the side. Peter stays on the bike, focusing on the dirt road ahead of him as it begins to get rockier. "Dammit, Cap, he's gone."

"I know, and the conductors's dead. You have to go slow down the train." Steve orders.

"How?" Peter yells.

"I don't know!" Steve yells back.

Thinking as he goes, Peter drives the motorcycle as fast as he can, barreling through marketplaces as the train follows not far behind. His webbings abnormally strong, right? What if he created webs to stop the train? Nodding to himself, Peter accelerates as he tries to get in front of the train, finally doing it. This is the best plan he can come up with at the moment, so he's just going to have to go with it.

After putting a good distance between him and the moving vehicle, Peter jumps off of the bike, letting it crash into a garbage can (sorry, Natasha, no time to save your bike). He attaches multiple webs together at a time, making the netting as thick as possible before swinging onto the roof of a nearby building just in time to miss being hit by the train.

Which breaks right through his netting.

Cursing under his breath, he jumps on top of the train, rushing across the top before sliding down the front of it. He sees Steve inside, looking at the twins, and the dead conductor laying against the console. Steve says something to them, and Pietro rushes out and in front of Peter, taking civilians out of the way of the train's path. Then Peter feels an obvious shift in the train's momentum, and he looks back again to see Wanda gritting her teeth as she points her hands at the floor of the train, making it glow red with the energy she's exerting with her telekinesis.

 _That isn't going to be enough. Think, Peter, think._

Looking in front of him, he sees a two story building fast approaching, and multiple other buildings whirring by on his left and right. He fires multiple webs, feeling his arms stretch as he waits for the train to stop. He grits his teeth through the pain of his limbs being stretched, watching Pietro continue to run around, getting civilians out of the way and the brick wall grow ever closer. The glass in the windshield he's laying against begins to crack from how tightly the webs are being stretched, and one of the ones he holds in his right hand breaks. The other two hold.

The glass behind him breaks completely and he falls backward, still holding onto the webs, until he feels a hard surface against his back, pushing him forward. Steve's pushing him forward with his shield.

Finally, the train stops, and Peter sits there for a moment, breathing heavily as he lets go of the overly-stretched webs. His arms ache as he puts them back in their normal position, and he slides off of the front of the train and onto the ground, looking at how close they came to the wall. It can't be more than a yard away, and he watches as a little girl opens up a window, looking at him. Nodding at her, he walks away towards where Steve stands.

"You alright?" Steve asks, putting a hand on Peter's arm.

"My arms feel like _Laffy Taffy_ ," Peter responds, stretching his arms over his head, "But otherwise, I think I'm fine." Then he sees the twins by the side of the road, and Pietro collapses onto a barrel, panting. "Look."

Steve looks over, hesitating before walking over to them. Peter follows. They arrive just in time for Pietro to raise a hand, gasping: "I'm fine, just, give me a minute."

"I'm very tempted not to give you one," Steve says, his "don't mess with me" face on as he looks at the twins sternly.

Wanda steps forward, unfazed by Steve's harsh attitude. "The cradle. Did you get it?"

"Stark'll take care of it." Steve replies, face unchanged.

Peter frowns as Wanda steps back, fear in her eyes. "No he won't."

Steve tries to stay angry, but he hesitates anyway. "You don't know what you're talking about. Stark's not crazy."

"But he will do anything to make things right." Wanda insists.

Peter looks at Steve, and the two exchange a grave look as they realize how right Wanda actually is. Steve steps away, hand going to his ear as he activates his comm. "Stark, come in."

Peter realizes something as he watches Steve try to connect with anyone on comms. He turns to Wanda. "How do you know that about Tony? You were never in his head."

"I was never in his head around the rest of you."

Peter's about to ask what that means when Steve walks back up to them. "No one's on comms."

Shocked, Peter glances at Wanda again, realizing she's right about Tony and that his question can wait for another time. He looks at Steve. "We have to get back to New York as soon as possible."

 ** _Hey, guys, I'm so so so sorry this took so long to update. I've been so busy and stressed out lately, so I gave you a nice, long chapter in an attempt to make up for my absence. Please review, thanks_**


	11. The Cradle

"Ok, see you soon," Peter says, hanging up the call. He walks up to Steve, who sits in the pilot's chair of the jet they're borrowing from Dr. Cho. "That was Clint."

"Are they back?"

"Yeah. He's working on finding Natasha, and he said he picked up Harry on the way out of Seoul."

Steve turns on autopilot and turns in the chair to face Peter, who sits in the copilot's chair. "And?"

"Coulson's holding him at the Playground for now, but that's not what I'm worried about," Peter replies, nodding his head to the mirror that shows a perfect view of the twins sitting next to each other in their seats, holding hands quietly. "Gwen said they saved her life back at the lab," Peter says. "I don't think we need to lock them up. I think they're just confused and need some guidance."

Steve nods. "I agree, but that doesn't mean I trust them."

Peter scoffs. "Me neither." They're silent for a moment before Peter speaks up again: "Wanda said something back in Seoul that got me thinking."

Steve looks back at him. "What's that?"

"She knew that Tony would do anything to make things right, but how did she know that? She never got into his head in Africa."

Steve looks back at the twins, watching as Wanda lays her head on Pietro's shoulder. "That's a good question."

* * *

Peter steps into the tower, about to take his mask off, until he feels the twins come up behind him. Cap looks at him as Peter takes his hands down, nodding at him to keep his mask on. He nods in reply.

Wanda steps up to Peter's left, eyes wide and curious before she frowns. "Something's wrong."

"What do you mean?" Peter asks.

Pietro steps up to her side, hand going to the small of her back as she frowns in concentration. Suddenly, her eyes fly open, irises flashing scarlet for a moment before fading to their normal brown. She looks at Steve. "He's activating the cradle."

Steve and Peter exchange a look before they set off at a fast walk down the hallway. The twins follow in silence, and when they reach the lab, Steve steps inside. Bruce and Tony rush around the cradle, plugging things in and typing on computers.

They look up as Steve's voice booms through the lab: "I'm gonna say this once-"

Steve's cut off by Tony saying, "How about nonce?"

"Tony, you know this isn't right," Peter says, stepping towards him. "Shut it down."

Tony doesn't even look at him as he continues to type on a computer. "Nope, not gonna happen."

"You don't know what you're doing!" Steve protests.

"And you do?" Bruce speaks up, stepping forward. He points at Wanda. "She's not in your head?"

Wanda steps up on Peter's left. "I know you're angry—"

"Oh, we're way past that," Bruce assures her. "I could choke the life out of you and never change a shade."

She steps back, and Steve tries again, this time with Bruce. "Banner, with everything that's happened—"

"That's nothing compared to what's coming!" Tony interrupts Steve again.

"You don't know what's in there!" Wanda yells, her accent accentuating each syllable. "The cradle—"

Peter's senses go off, and he turns his head to see Pietro roll his eyes before zooming around the room, unplugging the machine. After a couple of seconds, he stops, dropping the last wire next to the cradle. Every one's now silent. "No, no, go on. You were saying?"

Suddenly the glass he's standing on disappears, and he falls down into the room below. "Pietro!" Wanda yells, rushing forward.

It's like Tony doesn't even notice as he turns back to tapping away on the computer. "I'm rerouting the upload."

Steve throws his shield and it bounces off of three different monitors before coming back to him. Now angry, Tony calls his Ironman hand and fires at Steve, knocking him to the ground. "Guys, stop!" Peter yells. "This is getting us nowhere!"

Next to Peter, he sees some red curl around Wanda's fingers before Bruce pulls her into a headlock. "Go ahead, piss me off."

She grits her teeth and throws some red energy at him, getting out of the headlock just as Clint runs up the stairs. Tony and Cap continue to fight, and Peter's jumps in between them as an attempt to break them up before Thor comes barreling in the room, shocking everyone as he barks, "Stop!"

Peter turns from separating Tony and Cap, one hand on each of their chests, to look at Thor. He's about to ask what he's doing when the demigod jumps on top of the cradle and raises his hammer, summoning down lightning. _Oh no._

Pointing Mjolnir at the cradle, Thor channels the power of the lightning into it. The rest of the team watches in shock, the bright blue-white light filling the lab before dying down slowly. Everything is deadly silent as they all wait, the only sound being their heavy breathing.

Suddenly some sort of being pops out of the cradle and crouches on top of it, making Peter's senses go crazy with the sense of danger. The thing looks at everyone before it locks eyes with Thor and barrels at him. Thor deflects him through the glass and into the living area, where he tumbles through the air before stopping suddenly in front of the glass windows.

Peter jumps through the hole in the lab window and swings down to the floor, eyes never leaving the red man. Thor jumps down after him with Cap closely behind, and the demigod holds up a hand so Steve doesn't attack before putting his hammer down on an end table as the man floats down to the ground, materializing clothes before their eyes.

"I'm sorry," he-it- _what?_ says, "that was . . . odd." He looks at Thor and nods his head as he says, "Thank you." Thor nods in reply, and the red man looks at his cape before materializing a gold one of his own. Peter can't help but smirk at the man's fashion sense.

"Thor," Steve says, stepping forward. "You helped create this?"

"I've had a vision," Thor begins to explain. "A whirlpool that sucks in all hope of life, and at its center," he points at the golden stone in the center of the being's head, "is that."

"What, the gem?" Bruce asks.

"The Mindstone," Thor confirms. "It's one of the six infinity stones; it holds the greatest power in the universe, unparalleled to its destructive capability."

"If it's so destructive," Peter starts, "then why would you bring it—"

"Stark is right."

Everyone's silent, but Bruce's eyes are wide. "Oh, this is definitely the end of times . . ."

Thor ignores him. "The Avengers cannot defeat Ultron."

"Not alone," the red man adds.

Peter's eyes widen as he looks at the man again, this time in a new light. "Whoah, he sounds like Jarvis."

Tony's shocked eyes are locked on the man as they consider each other. "We configured Jarvis's matrix to create something new."

Steve scoffs. "I think I've had my fill of new."

The man whirls on Steve. "You think I'm a child of Ultron."

"Are you?" Peter asks.

He shakes his head. "I am not Ultron, I am not Jarvis. I am . . . I am."

"Well, if you're 'I am', then what're we supposed to call you?" Peter asks. "Cause there's no way I'm calling you 'God.'"

He seems to think about it. "I suppose I should be called Vision. He did say he had a vision, didn't he?"

Peter nods, about to say something else before Wanda steps forward, in front of her brother and closer to the Vision. "I looked into your head and saw annihilation."

Vision looks at her intently. "Look again."

She steps back and Clint snorts. "Her seal of approval means jack to me."

Thor steps forward, gesturing to the twins as he says, "Their powers, Ultron, they all came from the Mind-stone. But that's nothing compared to what it can unleash."

Peter looks at the Vision. "Are you on our side?"

Vision looks at the floor. "I don't think it's that simple."

"Well it better get real simple real soon," Clint says.

"I am on the side of life," Vision says, "Ultron isn't. He will end it all."

"What's he waiting for?" Tony asks.

The Vision looks at him gravely. "You."

"Where?"

"Sokovia," Clint says, crossing his arms as a blank look comes over his face. "He's got Nat there too."

Bruce walks up to the Vision, not looking very intimidating at all. "If we're wrong about you; if you turn out to be the monster Ultron made you to be . . ."

"What will you do?" Vision asks, and Peter looks around to see no one's sure. He nods at their uncertainty. "I don't want to kill Ultron. He's unique, and he's in pain. But that pain will roll over the earth, so he must be destroyed. Every form he's built, every trace of his presence on the net.

"We have to act now," he continues, looking at Steve. "And not one of us can do it without the other." He looks down at his hands, studying them as if he's never seen them before. Peter realizes that he never has.

"Maybe I am a monster. I don't think I'd know if I were one," Vision continues, looking at Tony. "I'm not what you are, and I'm not what you intended. So, there may be no way to make you trust me, but we need to go."

It takes Peter a moment to realize that the Vision is holding Mjolnir out to Thor.

Everyone's speechless, watching the two with wide eyes. Bruce keeps opening and closing his mouth, as if he's about to say something but can't find the words. Thor takes the hammer and nods as Vision walks out of the room. "Alright." He passes Tony as he follows after Vision, clapping the billionaire on the shoulder as he does. "Well done."

They all watch after him, still in shock. Steve clears his throat. "Three minutes. Get what you need."

 _ **Review, please!**_


	12. The Battle of Ultron: Part 1

"Natasha!"

Natasha looks up at the sound of the voice, even though she knows it has to be a figment of her imagination. Then she hears it again: "Natasha!"

Eyes widening, she stands up, only to fall down to one knee as her back erupts with pain. She pinches her leg, so as to balance out the pain a little bit before yelling, "Here!"

A couple seconds later, Clint runs up to the door of her cell, smiling. But, despite his carefree look, his eyes are full of concern. "Tasha, you alright?"

"Fine," She fakes a smile to try to hide the pain. Clint sees through her façade, but ignores it for the moment. "I don't suppose you found a key lying around?" she asks.

"Nope, I found something better," he says, grinning as he pulls out a rather large gun.

Natasha runs out of the way and crouches behind a table in the corner of her cell. A couple seconds later, a loud burst of falling concrete sounds from behind her, and she pokes her head around the table to see a decent sized hole in the wall where the lock used to be. Clint stands a few feet away from the smoking hole, hair slightly spiked up in the front and blackened with dust. He coughs. "Stood too close."

Natasha nearly laughs at his adorable humanity and steps out from behind her cover and towards Clint. She manages to step over the stones and chunks of concrete without tripping or making the pain in her back worse. Once she reaches him, Clint grins and wraps an arm around her to steady her, blue eyes meeting her own. "You know, I'm surprised you didn't get out on her own."

Natasha snorts as he helps her further away from the cell. "I did."

"Is that why your back hurts?"

She sighs. Of course he noticed. "That obvious, huh?"

He smiles grimly. "Let me see."

Nodding, Natasha pulls down the top part of her suit so Clint can see her injury: A shallow stab wound just below her right shoulder blade. "What happened?" he asks.

"One of those stupid sentries. I was almost out when one came up and stabbed me in the back. They knocked me out and dragged me back to my cell."

Clint nods and pulls gauze and medical wrap from his quiver. Hey, the team human's got to have stuff to keep humans alive. As he wraps her wound, he says, "Why didn't you just tell me before?"

Natasha shakes her head wincing a little bit as he presses the gauze down on the wound. "Didn't want you to worry."

"I always worry," he mutters, tying off the bandage and zipping her suit back up. She turns around to face him while he says, "You know you're my best friend, right?"

His eyes widen with shock when she kisses him before he closes them and wraps one arm around her waist, deepening the kiss and pulling her closer. After a couple of seconds, she pulls away, and the two assassins stand still, looking into each other's eyes as they catch their breath.

"I feel like we waited too long to do that."

* * *

Peter whirls around quickly only to be hit in the midsection by a flying Ultron bot, the force of the hit propelling him onto the hood of a car behind him, fracturing the windshield. His back explodes in pain at the impact, and the woman inside the car screams. The robot's hand comes at his face and Peter catches it with his left hand just before the metal makes contact with his nose. With only one hand free, there's no way he's getting this hunk of metal off of him anytime soon.

After a couple of seconds, his arm is shaking from the effort of holding the robot off of him. "Steve, a little help would be nice right now!"

Before the captain can respond, Peter feels the ground shake violently beneath him. Gritting his teeth, he reaches behind the robot's neck and manages to rip out some of the sentry's wires. Its blue eyes die, and Peter throws the metal shell off of him. Sitting up, he looks inside the car to see the sobbing woman. He gives her an "okay" sign, and she nods frantically. Another tremor shakes the ground, and Peter locks eyes with Steve over the top of the car, who is holding his arms out for balance.

Then the ground falls out from beneath both of them.

Peter flies off of the car with a yell, free falling for a moment before gaining his bearings. Spinning around in the air, he manages to fire a web with his right hand at the half of the bridge he fell from. Then, with his left hand, he fires a web at the woman's car, bracing himself for the added weight. The car lurches from its free fall, bouncing up and down a little bit on the web about two hundred feet above the ground. Peter grunts, his arms stretched so far he thinks his left shoulder has dislocated just so he can hold the weight easier.

"Steve!" Peter groans, feeling his arms begin to shake from the stress on his muscles. He looks up to see the captain has pulled himself back up onto the bridge. "I can't hold this much longer, and the car's going to catch fire soon."

 _"_ _Hang on!"_ Steve's voice yells through the comms.

An Ultron bot flies up next to Peter, and he can do nothing but hang there and watch as its blue eyes turn red. "Do you see? The beauty of it? The inevitability," Ultron's voice says through the robot.

It continues, "You rise, only to fall. You, Avengers, are like a meteor. My swift and terrible sword, and the earth will crack with the weight of your failure. Purge me from your computers, turn my own flesh against me. It means nothing. When the dust settles, the only thing living in this world will be—"

Thor comes barreling in from above Peter, smashing the bot to bits with his hammer before it can finish its speech. The demigod lands on the car, and Peter groans at the extra weight. "What have you been eating?" he groans.

Thor doesn't respond, but instead asks, "How many?"

"Woman in the front seat," Peter says, adjusting his grip on the webs. "Hurry."

Thor drops down to the driver's side window, ripping the door off in one swift movement. Then he reaches inside and pulls the sobbing woman out. He flies them back up to the edge of the broken bridge, and Peter drops the car back to earth, letting his left arm hang limp in relief. The car explodes into flames beneath him, and he hopes no one was around it when it did.

As he climbs back up to the bridge, Peter sees Tony fly by . . . with a bathtub?

He ignores that, and finally makes it back up to the bridge, stretching his arms above his head as he runs toward Steve, who had just taken out another robot. "We're clear here," the captain says, turning to Peter. "Go make sure civilians are safe. That's our priority right now while Tony figures out a plan."

The spider nods and swings away, looking for people to help.

The first one he sees is a fellow teammate. "Need a hand?" he yells, dropping down behind the car Clint's taken cover behind.

The archer grunts. "You have no idea."

Peter nods and looks over the hood of the car. He curses, ignoring Tony say "language" through the comms. "I count a dozen on the ground, three in the air."

Clint groans. "That's just perfect." Peter doesn't respond, his gaze locked somewhere past Clint's shoulder, but Clint, of course, doesn't see that, because of Peter's mask. "What?" he asks, turning around.

Wanda steps out through the doors of one of the crumbling buildings, eyes glowing scarlet with power. She throws a ball of glowing red energy at one of the flying robots, ripping it in half with ease. Then she forms an energy ball and pushes it out in front of her, destroying three of the bots. Peter and Clint jump out from behind their cover, helping her take care of the rest of the robots.

After the robots are all dead, Clint looks at Wanda and nods at her with newfound respect. The corner of her mouth twitches up when Peter says, "Okay, that was probably the coolest thing I've ever seen."

Clint shakes his head at Peter's words. "We're all clear here," he reports.

 _"_ _We are not clear here!"_ Steve's voice yells through the comms. _"We are very not clear!"_

Clint nods. "Alright, coming to you."

Before the group even begins to move, a silver-blue blur runs past them, picks up Wanda, and runs away, yelling, "Keep up, old man!"

Peter snorts as they watch the twins speed away towards the battle. Clint trains an arrow on the retreating forms, making Peter laugh harder. "I'll meet you there," he says before swinging away through the city after the Maximoffs.

* * *

Peter follows Steve and Natasha closely so as not to lose them through the chill of the clouds around the city. "The next wave's going to hit any minute," Steve says, almost tripping over a pile of rubble he only saw because the clouds are beginning to thin out. "What do you have, Stark?"

 _"_ _Well, nothing great. Maybe a way to blow up the city. That'll keep it from impacting the surface if you guys can get clear."_

Steve shakes his head as he, Natasha, and Peter arrive at the edge of the floating city. The clouds dissipate from around them as they overpass cloud level. "I asked for a solution, not an escape plan."

 _"_ _The impact radius is getting bigger every second,"_ Tony argues, _"We have to make a choice."_

Peter looks out over the clouds, taking off his ripped mask so as to enjoy the view better. "We can't leave all of these people," he mutters.

"Everyone up here versus everyone down there?" Natasha asks, looking at Peter incredulously. "Did you do the math?"

Steve looks at her seriously. "I'm not leaving this rock with a single civilian on it."

"I didn't say we should leave," Natasha replies softly, and both red and blue-clad avengers' eyes widen. "There're worse ways to go. Where else am I going to get a view like this?"

That's when it really clicks inside Peter's head that this might be the end. This might be the day he dies, and he'll never see his aunt or Gwen again.

His comm crackles for a second, snapping him out of his thoughts before a new voice comes in: _"Glad you like the view, Romanoff. It's about to get better."_

They watch in shock as the Helicarrier rises out of the clouds, hovering next to the flying city. Pietro runs up behind Peter, smiling as he sees the airship, and Peter's so shocked and relieved that he doesn't put his mask back on when the Sokovian speedster runs up.

 _"_ _Nice, right?"_ Fury says. _"Cut away the moth balls with a couple of old friends. She's dusty, but she'll do."_

"Fury, you son of a bitch," Steve says, grinning and shaking his head.

Fury beats Peter to chastising Steve's language by saying, _"You kiss your mother with that mouth?"_

Laughing with relief, Peter watches as flying lifeboats deploy from the ship's sides and scatter over the city to collect civilians. He smiles at Pietro, who doesn't seem fazed by seeing Spiderman's real face. "This is SHIELD?" he asks.

Peter nods. "This is what SHIELD's supposed to be. Let's go load the boats." Pietro nods at him and speeds off with Peter swinging right behind him.

* * *

Steve sets an older woman down on the boat, smiling at her. "Don't worry, you're safe now."

She smiles at him. "Thank you, captain."

He smiles at the way her accent elongates her words. "Of course."

Standing up, he walks off the boat. "Take them to the Helicarrier," he orders the man at the controls. The agent nods and presses a button on the control panel. The boat takes off and flies back toward the Helicarrier.

A new boat takes its place, this one manned by a familiar face. Sharon.

"What're you doing here?" Steve asks as he picks up a young boy and carries him onto the boat.

"Same as you." She smirks. "Saving the world."

He sighs and shakes his head as she steps off of the boat, ordering her men to fan out across the area and gather civilians. They work together as a team to get the people on the boat, with the occasional word or sideways glance at each other. In no time, the boat is full, and Steve is needed elsewhere.

Steve walks up to Sharon. "I have to get to the core. Protect it." She nods, and he's about to say something else, but thinks better of it. He turns around and goes to find a vehicle so he can get to the core faster.

"Hey."

Turning around, he's surprised when her hand presses against the back of his head, guiding his lips down to meet hers. After a couple seconds, he gets over the shock, and his eyes flutter shut as he kisses her back. Then, her lips are gone, and she's looking at him with mixed emotions showing in her brown eyes. "Don't die out there."

He nods. "Yes, ma'am."

* * *

 _ **Hi, everyone, thank you for your patience! I'm sorry I've taken so long to update . . . I have no free time at the moment. Please review, though! It really helps motivate me.**_

 _ **Also, Batman111893 posed a good question. He/she asked why SHIELD and Gonzalez haven't been put into the story yet, and my answer is that we never saw in season two of Agents of SHIELD that the team was ever in contact with the Avengers. They both had their own problems to deal with during that time in the MCU, and I didn't want to mess with that connection. If the world (for the Avengers) or SHIELD (the AOS team) is at stake, I don't think the two groups of people are likely to be worried about each other. But, I can promise you that there will be a reunion scene to catch up with each other's events at the end of the story. Thank you for the wonderful question, Batman111893!**_

 _ **Review, please!**_


	13. The Battle of Ultron: Part 2

Peter swings clumsily into the church alongside Pietro, landing hard and shakily on his sore left leg. He quickly puts his right leg down to help steady himself, and regains his balance. Pietro rushes forward and takes Wanda's arm, inspecting her carefully with worried blue eyes. "You good?"

She nods and takes his other arm. "Yeah."

Peter smiles softly at the siblings. It's good to see something nice like that in the midst of so much chaos. Natasha walks past him and stands next to Tony, looking warily at the core before crossing her arms and facing away from it. "What's the drill?"

Tony points to the core and begins to address the diverse team gathered around him: "This is the drill. The moment Ultron gets a hand on the core, we lose."

Peter glances warily at the core and nods, pursing his lips. "Protect the core. I can do that."

No one comments on the absence of the youngest Avenger's mask.

The Hulk smashes into the church, launching even more dust and stone down, and past his shoulder, Peter sees Ultron float down from the sky. The spider walks carefully up to a hole in the side of the church caused by an early explosion, and joins Thor and Steve where they stand watching their enemy. "Is that the best you can do?" The demigod yells.

Ultron smirks at them and raises his right arm into the air almost lazily. Dozens of robots appear behind him, either crawling across the desolated ground or flying. Steve and Peter both glare at Thor. "You had to ask," Steve accuses.

Ultron gestures to his army with both arms, red eyes glowing evilly. " _This_ is the best I can do. This is exactly what I wanted: All of you, against all of me. How could you possibly pass me now?"

Tony steps forward and looks at Steve, who turns his head and looks back at him. "Well, like the old man said: Together."

The Hulk roars, provoking the bots to make haste towards the church. Peter fires a web at one of the church's archways and swings up to the stone ceiling above his team and the core. He quickly clambers up the underside of the dome to the top where there's a circle letting sunlight through to shine down into the structure. He pulls himself through and is immediately met with a robot trying to get through the opening and down to the core. Peter puts a foot on either side of the opening, balancing precariously, and brings up his right arm and fires a web at the bot. Leaning his body to the left, he swings it away from him and into another member of the group attacking him. Any robot that gets past Peter is taken care of by Vision from where he flies inside the dome.

Suddenly, Peter shivers at the tingly sensation of his senses going off at something to the right of him. Turning his head, he sees a robot zipping through the air towards him, Spiderman has just enough time to raise his hands before it picks him up by his shoulders and launches them both into the sky. Peter feels his left shoulder pop out of his socket under the robot's iron grip, and grits his teeth. He manages to wriggle his right arm out of its clutches and throws a finger-breaking punch right at its metal jaw. It lets go completely, and Peter sees the light in its eyes blink out before they're both falling back towards the ground.

The ground that's probably fifty feet away now.

"Vision!" Peter yells, panicking as he flails his arms. The android flies out of the hole in the church's roof and catches the young spider without a word, before setting him back on top of the church and flying back through the hole. Peter grins. He likes the way this guy works. Regaining his footing on top of the dome, he continues to keep the robots at bay, with one useless arm and a throbbing hand. Luckily, he has two feet and healing powers.

After slugging another robot in the head, Peter glances down to see Vision push Ultron out of the church with the power of his mindstone. The spider's eyebrows raise. He didn't even know the android could do that. Tony and Thor join Vision, blasting Ultron with energy and lightning until he falls to his hands and knees, his metal encasing peeling away. Peter feels a grim half smile come over his face before he pushes away another robot climbing up the dome.

The Hulk runs forward and punches Ultron far into the city, and the rest of the robots (that aren't in pieces on the ground) scatter away in fear. The green monster chases after them, and Peter shoots a web at a spot on the outside of the dome before lowering himself slowly back down into the. "Well, that went well."

"No." Thor shakes his head, eyes flicking back and forth across the hazy horizon. "They're trying to leave the city!"

Peter curses and Tony says, "We can't let 'em, not one. Rhodey!" Vision flies away towards the outskirts of the city.

 _"_ _I'm on it."_ Rhodey's voice comes through the comms. Peter forgot he was there.

Steve looks over at Peter and notices his left arm hanging uncomfortably limp at his side. "Let me get that for you, Parker." He announces, taking the couple steps over to him. Peter nods and braces himself for the incoming pain, and Steve takes his shoulder, popping his arm back into place. After letting out a couple of choice swear words, Peter stills and swings his arm around, testing its reliability.

Steve nods at him before facing the rest of the team. "We've got to get the rest of the people out." He takes a deep, shaky breath. "Even I can tell the air's getting thin. You guys get to the boats, I'll sweep for stragglers. Be right behind you."

"What about the core?" Clint asks, looking at the tall hunk of metal. "The bots could still come back."

After a short, silent pause, Wanda steps forward so she's next to Peter. "I'll protect it." Clint looks at her with newfound respect, and she nods at him. "It's my job." Pietro's eyebrows raise.

Clint nods at her, and Peter turns to look at Steve. He knows the Captain doesn't completely trust Wanda yet, so he offers: "I'll stay with her."

Peter sees Steve relax a little bit visually before nodding at him. "Make sure you get to a boat on time," Steve orders. His eyes flicker to Wanda briefly, then back to Peter. "Both of you." He leaves, and Clint takes Natasha's arm, the two spies following the captain back through the streets.

Pietro steps towards Wanda and locks eyes with her. "I'm not going to leave you here."

"I can handle this," Wanda replies, shooting down a robot with a shock of red energy to prove her point. Pietro nods respectively. "Come back when everyone else is off," she continues, "Not before."

The speedster starts to nod and walks away, rolling his eyes. "Do you understand?" she asks, angry at her brother's stubbornness.

He turns back around to face Peter and Wanda, smirking at her. "You know, I'm twelve minutes older than you."

Peter grins, and Wanda chuckles before ordering: "Go." Pietro smiles at her one more time before nodding at Peter with a sinister look that tells the young man to protect his little sister. He turns and disappears into the distance, with nothing but a silver-blue streak to tell that he was there seconds before.

Minutes go by, and neither of the powered individuals attempt to make conversation in the dark situation. The occasional robot approaches, but it's nothing they can't handle. Finally, Peter gets sick of the silence and says, "So, how long have you had your powers?"

Wanda looks shocked at the question for a moment before sobering up. "Pietro and I agreed to be experimented on two years ago—"

"Wait, you agreed?" Peter asks, eyes widening and instinctively taking a small step back away from the girl.

She gives him a glare that could stop time, and he gulps nervously, tensing up. Wanda's still new, and he doesn't want to get on her bad side. Especially when he isn't sure he can trust her just yet. "Our country was being purged by Hydra. We had no choice."

The spider shifts uncomfortably under her icy gaze. "I'm sorry."

She frowns at his apology as if she's never heard one before and turns her face away from him so she's watching the horizon. Peter notices she's rubbing her wrists, and frowns. Does it hurt to use her powers?

Her voice pulls him out of his thoughts: "What's your name, spider?"

Peter's eyes widen and he brings his hands up to his face, feeling his grimey skin through his ripped glove and finally noticing his mask isn't on. "Dammit."

Wanda chuckles. "Don't worry, it's not like I have anyone to tell except for Pietro. Your secret is safe with me."

He laughs a little along with her, though still nervously. The twins are starting to grow on him, but, like Steve, he is far from trusting them. "Peter. My name's Peter."

The corner of her lip twitches up. "Pietro in your language, no?" Peter nods. She smiles fully. "What a coincidence."

"Almost everything in my life has been because of a coincidence." Peter scoffs, looking away from her and back at the desolated city again. "Anyway, what—"

He stops talking when he glances over at Wanda to see her staring off into the distance blankly, tears forming in her eyes. "What is it? What's wrong?" he asks, taking one step toward her cautiously. "Wanda?"

It's like she doesn't even know Peter's there anymore. Just as he rests a hand on her shoulder, Wanda lets out a heart-wrenching scream that causes Peter to take a shocked jump backwards. She falls to her knees, magenta and scarlet energy swirling around her before expelling out from her core, knocking Spiderman off of his feet and high into the air. His back slams into one of the church's pillars and he slides down to the ground, landing uncomfortably on his already sore leg.

After a couple of minutes, he sits up, ears ringing from the blow to his head. Wanda is nowhere to be seen. Groaning, Peter reaches up and activates his comm. "Does anyone copy?"

 _"_ _Parker, what happened?"_ Steve's worried voice asks.

Peter stands shakily, hissing at the pain that races up his leg when he puts weight on it. He takes hold fo the wall, and after taking a couple deep, shaky breaths, begins to walk out of the church and away from the core. "Wanda's gone. Something happened, and her powers knocked me out. Not on purpose."

It's silent on Steve's end until Peter hears Steve sigh quietly. _"Report to the boats right away."_

"But what about—"

 _"_ _Vision, Rhodey, and Sam are looking for her,"_ Steve replies.

Only slightly more reassured, Peter limps off away from the church and towards where the main group of lifeboats were. The jog through the dusty, destroyed wasteland took longer than he wanted it to, and after a couple of minutes, he reaches the boats and sees there's only one left. Steve stands on the edge of it, scanning the wasteland that is the flying city of Sokovia. The captain's eyes widen when he catches sight of Peter, and he starts waving his arms quickly. "Hurry!"

Peter hobbles as quickly as he can, doing his best to ignore the stinging pain in his leg as he runs. He's only steps away from the lifeboat when suddenly, the ground drops out from beneath Peter, and his next running step is met only with air. He flips over once before he's plummeting headfirst after the city and towards the ground. Barely managing to flip himself over, he aims his arm at the bottom of the lifeboat and fires a hasty last shot at surviving today. The end of his web barely makes the metal underside of the door, and Peter stops falling with a jerk and the agonizing feeling of his shoulder dislocating. Again

He switches the arm holding the web and looks down at the plummeting city. If he didn't know any better, it would look like the city was suspended peacefully over the top of the clouds. But then the city breaks harshly through the fluffy white blanket, causing them to recoil in bright whisps of white. The spider winces as the city explodes, and millions of tiny pieces of rubble and building scatter across the landscape. He can only hope that Tony and Thor got out in time. Shaking that thought out of his head, Peter begins to make his ascent back to the boat hovering in the sky waiting for him.

After several grueling minutes of agonizing, muscle-straining climbing, Peter manages to pull himself over the edge of the boat and scramble to the safety of the middle of the aircraft. His injured leg is throbbing mercilessly, and the combined pain of all of his other injuries is making him dizzy as the adrenaline of the long battle begins to wear off. Vision blurring, he feels the boat begin to move toward the Helicarrier and lays his head down slowly. It's done.

* * *

"Peter."

The man in question jerks awake, and after blinking a couple of times to clear his vision, sees Steve standing above him. They're on the Helicarrier, and the captain offers him his hand. "Come on, we should get you checked out."

Peter nods, accepting Steve's hand and letting the captain pull him up. He does his best not to wince as he puts a little bit of weight on his injured leg. "What about you? You have to be worse off than I am."

A wave of dizziness washes over him, and Steve catches him before he falls down. "Yeah, much worse off," Steve mumbles sarcastically. He wraps one of Peter's arms around his shoulders so he can help him walk inside. "Come on."

They're almost to the door to go inside when Vision lands in front of the pair, carrying a terrified, sobbing Wanda Maximoff. Peter's dizziness immediately evaporates, and he tries to step forward, towards the girl. "Wanda! Are you alright?" She doesn't answer, doesn't even look at him. She just pushes herself out of Vision's grasp and runs sobbing into the Helicarrier. Peter's eyebrows furrow with worry, and he looks up at Steve. "What happened?"

Steve's eyes flicker down, and immediately Peter knows. Pietro's gone. "He died saving Clint and a little boy," the blonde explains, continuing to half carry Peter inside the ship. Vision opens the door for them to step inside.

Peter can't help but feel his heart drop. The twins were just starting to grow on him, and Pietro didn't deserve that fate. Not after everything Wanda told him they'd been through. "Is there any way . . . ?"

Steve shakes his head sadly, and the two turn a corner into a pristine white group of rooms. The smell of sterilized cleanliness hits them immediately, and so do two doctors, which Steve waves away. The rooms are full of injured civilians, and Peter notices Clint sitting by a bed in one of the closed off rooms with his head bowed. But, before he can investigate that further, Steve turns him into a different separated room and rests him carefully on a cot.

"I'll be right back," he announces, turning around to go back into the chaos outside the door. "I'm going to find you a doctor."

Peter nods slowly, feeling the last of his energy slowly draining out of his system. By the time Steve steps out the door, the young man is already out cold, sleeping soundly for the first time in weeks.

* * *

Hey, my lovely readers! I am SO SO SO SO SO sorry it took me this long to update my story. I've been really struggling lately and super busy, so I've had almost zero time to write. Please forgive me. I love you all so much!

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	14. AUTHOR'S NOTE: Apology

Hi, lovely followers.

As you have all probably noticed, I have not updated this story in almost a year. While I would like to continue this story, I have absolutely no inspiration for it and no idea what to do with it next. It's very hard as a writer to write something you're not inspired to write, but also to disappoint your readers.

If you have any ideas for where this story might go, please, let me know! But please don't send me hate in reviews. I have brainstormed and written some awful drafts trying to continue this story, but nothing has worked. I wanted to give you guys the best end of a story I could, but it just didn't happen.

I'm really sorry.


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